Airtel Partner General Terms

These General Terms are between Bharti Airtel Limited (“Airtel”) and the partnering party (“Partner”), and are effective as of the effective date of the first Ordering Document executed by Airtel and the Partner.

1. Interpretation and Priority

1.1 This Agreement consists of the following: (a) these General Terms, (b) the Ordering Document(s) signed by the Parties, referencing and incorporating these General Terms, and (c) the Schedules attached to these General Terms and the Ordering Document.

1.2 The following Schedules are attached to these General Terms: (a) Schedule GT-1: Bharti Information Security Policy, and (b) Schedule GT-2: Bharti Code of Conduct for Business Associates. Transaction specific Schedules will be attached to the Ordering Document(s).

1.3 Interpretation. In this Agreement, unless specified otherwise: (a) “include” means “including without limitation”, (b) singular includes plural, and vice versa, (c) reference to one gender includes the other, (d) references to any time of day are to Indian Standard Time, (e) reference to a statute or a statutory provision include its amendments, modifications, re-enactments and consolidations, and (f) the Parties have negotiated this Agreement in good faith and have jointly drafted the Agreement, and accordingly, the rule of construction that an agreement should be interpreted against the party responsible for drafting it will not apply to this Agreement.

1.4 Priority. If a conflict arises among the terms of the various documents in this Agreement, (a) to the extent the conflicting provisions may be reasonably interpreted in a manner consistent with each other, such consistent interpretation will apply, (b) provisions in the General Terms or the Ordering Document will override those in any Schedules attached to them respectively, (c) in relation to each Ordering Document, the terms of that Ordering Document will override such terms of these General Terms that are referenced in the Ordering Document and declared to be overridden, and (d) this Agreement will override any standard documentation provided by Partner. Additional or conflicting terms contained in any Purchase Order, standardized form or correspondence shall be overridden by the Agreement

2. Ordering Document

The Parties may enter into several Ordering Documents incorporating these General Terms. Each Ordering Document and its Schedules (read along with these General Terms) will contain terms and conditions specific to the transaction, including a tenure and additional representations, warranties and obligations.

3. Purchase Orders

3.1 For ordering the Deliverables under an Ordering Document, Airtel will issue Purchase Order(s) to Partner. The terms of the Agreement will govern such Purchase Order(s) as if incorporated.

3.2 Airtel will be under no obligation to issue Purchase Orders for procuring any minimum quantity of Deliverables. Airtel’s obligation to procure the Deliverables will arise only after Airtel issues and Partner accepts a Purchase Order.

3.3 Partner shall confirm its acceptance of the Purchase Order in writing within two (2) Business Days of the Purchase Order date, or such Purchase Order will be deemed accepted.

3.4 Any standard terms in Airtel's Purchase Order, and any standard terms in Partner's acknowledgement of that Purchase Order, will be void.

4. Terms of Delivery

4.1 Partner will provide the Deliverables in accordance with this Agreement. If applicable, Partner will also provide all necessary Documentation with the Deliverables.

4.2 Time is of the essence of this Agreement. Partner will comply with all delivery schedules and timelines agreed under the Ordering Document.

4.3 If required by Airtel, Partner will use commercially reasonable efforts to coordinate and cooperate with other vendors and service providers of Airtel while providing the Deliverables.

4.4 Compliance
a.) Partner shall ensure that the Deliverables comply at all times with the BISP as attached in Schedule GT-1.
b.) Partner will comply with all Applicable Laws while performing its obligations under this Agreement. Partner, throughout the tenure of the relevant Ordering Document and at its own cost, will obtain, maintain and comply with all Applicable Clearances necessary for it to perform its obligations under this Agreement.

4.5 Partner’s Contract Manager: Partner will appoint and designate one Contract Manager. Partner may replace the Contract Manager with five (5) days’ written notice to Airtel. The Contract Manager will be authorized to bind Partner by his acts for all purposes of this Agreement. Any notices, approval and consents given to or received from the Contract Manager will have the same effect as if given to or received from Partner.

4.6 Subcontractors: Unless specified otherwise in the Ordering Document, Partner may use subcontractors in the performance of its obligations under this Agreement, provided that (a) Partner will ensure that the subcontractors comply with all of Partner’s obligations under this Agreement, and (b) Partner will always remain primarily and fully responsible for all acts, defaults and omissions of such subcontractors. Engagement of subcontractors by Partner will not create any contractual relationship between Airtel and the subcontractor, nor will it relieve Partner of its obligations or liability under this Agreement. If Airtel reasonably requires Partner to remove a subcontractor, Partner will comply with such instructions. Also, Partner will not engage any subcontractors that are prohibited by Airtel.

4.7 Risk purchase. If Partner (1) fails to provide the Deliverables in accordance with the agreed delivery schedule; or (2) provides defective Deliverables or provides Deliverables that are not in accordance with the Specifications; or (3) fails to provide the Deliverables in breach of the Agreement; then Airtel, without prejudice to its rights and remedies, reserves the right to procure the same, similar or equivalent Deliverables from alternate sources at Partner’s risk and cost.

5. Price and Payment Terms

5.1 Price: In consideration of the Deliverables, Airtel will pay to Partner the Price in accordance with the payment terms specified in the Ordering Document. Unless specified otherwise in the Ordering Document, the currency of the Price will be Indian Rupees (INR).

5.2 Taxes: Unless specified otherwise in the Ordering Document, Airtel will bear service tax and value added tax payable on the Price. Each Party will be liable for taxes based on its income. Airtel will be entitled to withhold from amounts payable to Partner, taxes on income in accordance with Applicable Laws, and will remit the same to the applicable Government Authority. Airtel will provide Partner a certificate evidencing such payment

5.3 Invoicing: Partner will raise correct and commercially acceptable invoices within the deadlines stipulated in the Purchase Order, along with relevant supporting documents. Partner shall ensure that the invoices are compliant with Applicable laws and any other tax related laws.

5.4 Airtel will notify in writing any discrepancy in an invoice within a period of 30 days of receipt of such invoice. Partner will raise a revised invoice for the undisputed amounts and Airtel will pay the same in accordance with this Agreement. Payment disputes will be resolved through the Governance Framework. If no Governance Framework is specified, the dispute will be decided in accordance with Clause 15.

6. Most Favoured Customer

6.1 If Partner offers to any third party any deliverables that is the same as or substantially similar to the Deliverables at a price lower than the Price (“Lower Price”), Partner shall inform Airtel promptly (but no later than 7 days) after such offer, and the Price will be equitably adjusted to provide Airtel the benefit of the Lower Price. Such Lower Price will apply to all Deliverables that Partner supplies after it has offered the Lower Price to a third party (“Lower Price Offer Date”).

6.2 If Partner does not offer the Lower Price to Airtel for the Deliverables, or does notify Airtel of such Lower Price in accordance with Clause 6.1, and Airtel has paid the original Price for Deliverables supplied to it after the Lower Price Offer Date, Airtel may set off or deduct the differential from any payment due to Partner under this Agreement or any other agreement, or may recover such sums from Partner as a debt due to Airtel.

7. Representation and Warranties

7.1 Mutual: Each Party represents to the other Party that (a) it is duly incorporated or established under the laws of its jurisdiction and has all requisite power and authority to own and operate its business, (b) it has not suffered an Insolvency Event, (c) it has the full legal capacity and power to enter into, exercise its rights under and perform its obligations under this Agreement, and the execution, delivery and performance of this Agreement has been authorized by all necessary corporate and organizational actions, and (d) it has duly executed this Agreement, which forms a legal, valid and binding obligation, enforceable in accordance with its terms.

7.2 Partner’s: Partner represents to Airtel that (a) it is not subject to any obligation that may prevent it from entering into this Agreement, (b) no claim or action against Partner is threatened or pending before any arbitrator or Government Authority, and no order, judgment, injunction, award, or settlement has been issued, pending or outstanding, relating to Partner entering into or performing its obligations under this Agreement, (c) Partner owns, or has all necessary rights in, all IPRs in the Deliverables, free of all liens, and Airtel will not, at any time, require any additional license or consent from third parties for use of the Deliverables, and (d) no actual or threatened claim or action exists against Partner alleging infringement of third party IPRs in relation to the Deliverables such that it will restrict or prohibit (i) Airtel’s use of the Deliverables or (ii) performance of Partner’s obligations under this Agreement.

7.3 Deliverables warranty Partner warrants that:
(a) it will, and will ensure that its Representatives, perform the obligations and provide the Deliverables in accordance with this Agreement and Good Industry Practices.
(b) the Deliverables will materially conform to the Specifications at all times
(c) Products comprised in the Deliverables shall be free from defects in materials and workmanship.

8. Term and Termination

8.1 These General Terms will commence on the Effective Date and will continue until terminated in accordance with this Clause 8. Each Ordering Document will separately specify a tenure during which the obligations under that Ordering Document will subsist.

8.2 Without prejudice to other provisions of the Agreement:

(a) Airtel may terminate this Agreement or an Ordering Document, in whole or in part, by providing a written notice to Partner:
(i) Effective immediately (or if Airtel determines in its sole discretion, with the opportunity to remedy the breach) if Partner commits a material breach (which in case of Partner, may include but will not be limited to failure to comply with warranties, failure to meet timelines specified herein, failure to meet Specifications) of any provisions contained in this Agreement;
(ii) With immediate effect, if Partner breaches or has failed to comply with any of its representations or warranties;
(iii) With immediate effect, if Partner suffers an Insolvency Event; or
(iv) With immediate effect, if Partner suffers a change of Control, or the whole or substantial part of Partner's business is transferred to a third party, as a consequence of which Partner is or is likely to become (in the reasonable opinion of Airtel) unable to perform its obligations under the Agreement.

(b) Partner may terminate an Ordering Document by providing a written notice to Airtel:
(i) If Airtel fails to pay the amounts due and owing (and not disputed) under an Ordering Document for a period of 90 days from Partner’s written reminder issued after original due date;
(ii) As specified in an Ordering Document; or
(iii) Airtel suffers an Insolvency Event.

(c) Airtel may terminate the Agreement or any Ordering Document, for convenience, by providing 30 days’ written notice to Partner.

Consequences of Termination

8.3 Upon termination or expiry of this Agreement or an Ordering Document, each Party will promptly return or destroy (and certify in writing the destruction of) the Confidential Information of other Party (including Personal Data) relating to this Agreement or the specific Ordering Document (as applicable), provided that each Party may retain such Confidential Information as is necessary to comply with Applicable Laws or which is required to substantiate compliance with this Agreement, provided that such information will continue to remain subject to the confidentiality obligations under this Agreement.

8.4 Termination or expiry of this Agreement or an Ordering Document for any reason will be without prejudice to (i) any accrued rights and remedies of either Party; (ii) any rights or obligations of the Parties that are intended to survive termination; (iii) rights and obligations of the Parties under all issued Purchase Orders for the Deliverables which have been Accepted by Airtel (if Acceptance is applicable); (iv) rights and obligations of the Parties under a subsisting Purchase Order.

8.5 All fully paid licenses in the Deliverables will survive termination or expiry of the Ordering Document or this Agreement, unless termination by Partner is for Airtel’s material breach of the licensing terms under the relevant Ordering Document.

8.6 Upon expiry or termination of the Agreement or an Ordering Document, Partner will provide Transition if specified in the Ordering Document.

8.7 All remedies available to Airtel under the Agreement are cumulative and in addition to and not in derogation of or in substitution for, any other rights or remedies available to Airtel under Law.

9. Confidentiality and Data Protection

9.1 Confidentiality

(a) Subject to Clause 9.1(b), each Party will keep confidential all Confidential Information of the other Party, not use the other Party’s Confidential Information for any purposes other than as required under this Agreement, and will ensure that its Representatives do not disclose to any person any Confidential Information of the other Party at any time, or make or authorise any public or private announcement or communication concerning the Agreement. Receiving Party will also ensure that its Representatives are provided access to Confidential Information only on a need-to-know-basis and solely for the performance of this Agreement.

(b) Confidential Information will not include information (i) that is or becomes a part of the public domain through no act or omission of the other Party, or (ii) that the other Party can demonstrate by competent evidence (A) was in its lawful possession prior to the disclosure and had not been obtained by it either directly or indirectly from the disclosing Party, (B) was lawfully disclosed to it by a third party without restriction on disclosure, or (C) is independently developed by it.

(c) Each Party agrees not to disclose each other’s Confidential Information to any person other than those specified in the following sentence. Each Party may disclose Confidential Information only to those Representatives who are required to protect it against unauthorized disclosure in a manner no less protective than under this Agreement. Nothing will prevent either Party from disclosing the terms or pricing under this Agreement or orders submitted under the Ordering Document in any legal proceeding arising from or in connection with the Agreement. A Party may disclose Confidential Information to a Government Authority as required by law, provided, prior to such disclosure, and promptly upon receiving the disclosure request, but to the extent legally permissible, the receiving Party provides notice to the disclosing Party about such disclosure requirement and assists the disclosing Party in resisting such disclosure. Confidential Information disclosed to a Government Authority will continue to remain subject to confidentiality obligations.

9.2 Data Protection

(a) In the course of providing the Deliverables, Partner and its Representatives may obtain access to Personal Data. Such Personal Data will be considered Confidential Information of Airtel.

(b) If Partner receives any Personal Data from Airtel, it will protect the same in accordance with Clause 9.1. Any disclosure of Personal Data by Partner to its Representatives (only if required), including by way of cross-border disclosure, must be in accordance with this Clause 9.2 and Applicable Laws (including any laws relating to remote access of Personal Data).

(c) In relation to the foregoing, if Airtel provides, or Partner otherwise receives, Personal Data:
(i) Partner shall secure Personal Data by implementing all reasonable technical and organisation measures in accordance with industry best practices (including placing adequate access controls, such as allowing access to Personal Data only through password-protected accounts) for preventing any unauthorised or unlawful access to, or accidental loss, damage or destruction of, such Personal Data. Partner will promptly notify Airtel in writing on becoming aware of any breach of the foregoing.
(ii) Partner shall not provide or give access to, share, sell, part with or transfer to any third party or place outside Airtel, either physically or remotely, any Personal Data or any profiling information, usage patterns, accounting information, tariff plans, telephone and mobile numbers of Airtel’s subscribers, unless specifically required to be disclosed under Applicable Law.
(iii) Partner and its Representatives will collect, access, use, maintain or process Personal Data solely to fulfil its obligations under this Agreement. Such Representatives’ access to Personal Data will be only on a read-only basis and they shall not be allowed to print or download any Personal Data. Partner will ensure that all Personal Data permanently resides in Airtel and may be accessed only from within Airtel. Partner or its Representatives acknowledges that Airtel will exclusively determine the purpose of the processing of Personal Data. Partner will process the Personal Data solely in accordance with Airtel’s written instructions and the terms of this Agreement.

(d) Partner shall comply with Applicable Laws as a processor of Personal Data on behalf of Airtel, such as the Information Technology (Reasonable Security Practices and Procedures and Sensitive Personal Data or Information) Rules 2011, the Information Technology Act, 2000 and any rules thereunder, and all Airtel privacy policies and guidelines that are made available to Partner regarding collection, access, use, disclosure and security of Personal Data.

(e) Partner shall not be authorized to conduct any form of direct marketing (through any mode of communication) related to Airtel or any Airtel Affiliates, or their products or services, using the Personal Data. Partner shall be fully responsible for any unauthorized collection, access, disclosure and use of Personal Data and shall immediately notify Airtel regarding any such unauthorized actions. Partner shall assist Airtel in investigating any such breach and handling related Claims.

9.3 Partner acknowledges that a breach of this Clause 9 may result in irreparable harm to Airtel for which monetary damages may not provide a sufficientremedy. Accordingly, Airtel may seek equitable relief or injunctive relief in relation to such breach.

9.4 Clause 9.1 and Partner’s obligations under it will continue for 3 years after expiration or termination of this Agreement. Clause 9.2 and Partner’s obligations under it will continue after expiration or termination of this Agreement in perpetuity

10. Indemnity

10.1 Without prejudice to Airtel's right to be indemnified contained elsewhere in this Agreement, if:
(a) a Government Authority imposes fines or penalties on Airtel, or otherwise if any claim is made against Airtel, due to Partner's failure to, (i) comply with Applicable Laws, or (ii) procure, maintain and comply with Applicable Clearances;
(b) any claim is made against Airtel due to bodily injury, death or damage to property caused by Partner’s negligence;
(c) any claim is made against Airtel by a third party alleging that the Deliverables infringe the IPRs of such third party,
(d) any claim is made against Airtel by a Government Authority for taxes and corresponding interest and penalties in respect of taxes payable by Partner;
(e) Airtel suffers any tax related losses due to non-compliance of Clause 5 above or Partner’s delay in submitting its invoices in conformity with Clause 5 above or any other reason attributable to Partner,

then Partner shall defend, indemnify and hold harmless Airtel, Authorized Affiliates and their Representatives against such claim, at Partner’s expense, and will pay all damages that a court awards or any settlement amount that is approved by Partner (approval not to be unreasonably withheld or delayed), and the reasonable costs (including attorney’s fees) incurred by Airtel

then Partner shall defend, indemnify and hold harmless Airtel, Authorized Affiliates and their Representatives against such claim, at Partner’s expense, and will pay all damages that a court awards or any settlement amount that is approved by Partner (approval not to be unreasonably ithheld or delayed), and the reasonable costs (including attorney’s fees) incurred by Airtel

10.2 If Deliverables, or any portion thereof, or Airtel’s use of the same is subject to an infringement claim or is enjoined, Partner, at its own cost, and in addition to indemnifying Airtel under Clause 10.1, will: (a) obtain for Airtel the right to continue to use the same in the manner agreed in this Agreement; or (b) modify the same in a manner that makes it non-infringing without degrading performance, functionality or quality; or (c) replace the same with a compatible, functionally equivalent, and non-infringing substitute in a manner that does not degrade performance, functionality or quality. If Partner is unable to offer any of the above options, Partner will promptly provide Airtel a full refund of the Price of such Deliverable(s) paid by Airtel.

10.3 For claiming indemnification under Clause 10.1, Airtel will notify Partner promptly on becoming aware of a claim. Upon receipt of such notice, Partner will be obligated to assume control of the defence or settlement of the claim (to the extent legally permissible) and Airtel will reasonably cooperate with Partner for such defence or settlement at Partner’s cost. Airtel will also have the right to participate in the settlement or defence of such claims at its own expense. However, if Partner is legally prevented from assuming control of the defence of, or does not so elect to, or having elected to assume control, subsequently fails to proceed with the settlement or defence of such claims, Airtel will be entitled to assume such control, and all costs and expenses incurred by Airtel in such defence or settlement will also be subject to its indemnity protection and recoverable from Partner. In such a case, Partner will be bound by the results obtained by Airtel with respect to defence or settlement of such claims and will promptly make all payments to keep Airtel indemnified.

11. Limitation of Liability

Subject to Clause 11.3, neither Party will be liable to the other Party for any indirect, incidental, consequential or special damages or loss, or for any lost profits or business opportunities, whether arising under contract (including fundamental breach), tort (including negligence) or any other legal theory, even if foreseeable or even if such Party has been advised of the possibility of such damage or loss.

11.2 Unless specified otherwise in an Ordering Document, but subject to Clause 11.3, the maximum aggregate liability of Partner in relation to an Ordering Document, will not exceed the total Price payable by Airtel under all Purchase Orders issued under the relevant Ordering Document.

11.3 No exclusion or limitation of Partner’s liability will apply to any liability for breach of Applicable Law, death, bodily injury or damage to property, infringement of IPRs (including third party claims of infringement), breach of confidentiality and data protection obligations, wilful default and gross negligence.

11.4 The maximum aggregate liability of Airtel under an Ordering Document, whether arising under contract, tort, under an indemnity, under statute or any other legal theory, will not exceed the value of any unpaid amounts under Purchase Orders issued under the relevant Ordering Document.

12. Code of Conduct

12.1 Partner hereby agrees and undertakes that it will fully comply with the applicable provisions of Airtel’s Code of Conduct (“Code of Conduct”) which is available at the URL https://erpdmz.airtel.in. Partner acknowledges that it has read and understood the requirements of the Code of Conduct and agrees that it and shall comply with the same. The path to access the Code of Conduct is specified in Schedule GT-1. Execution of these General Terms comprises Partner’s agreement to be bound by the Code of Conduct. In addition, Partner will:
(a) adopt and implement specific policies and procedures (“Partner Policies”) aimed at ensuring compliance with this Clause;
(b) directly deal with Airtel in relation to all business and commercial matters and will not, unless approved by Airtel in writing, use or retain any agent or intermediary, by whatever name called, for purposes of obtaining any business from or establishing any commercial relationship with Airtel or otherwise;
(c) be responsible for ensuring that all its Representatives are in full compliance with the applicable provisions of Partner Policies and the Code of Conduct;
(d) allow audits to be conducted by a third party appointed by Airtel for the purposes of monitoring compliance with the relevant provisions of this Clause, provided that Airtel provides at least 10 days advance notice of such audit to Partner;
(e) on the 31st day of January every year, furnish a duly executed Annual Certificate of Compliance in the form provided in Schedule GT-2 of the Agreement; and,
(f) at the reasonable request of Airtel, share documents and render all necessary assistance to Airtel for the purposes of investigating any violation or infraction of the provisions of this Clause, and will take all requisite remedial measures including but not limited to termination of employment of any individual who Airtel reasonably believes to have violated this Clause.

12.2 Notwithstanding anything contained in the Agreement and in addition to the other rights of Airtel in law and under the Agreement, in the event that Airtel reasonably determines that Partner has violated any provision of this Clause, Airtel will be entitled to require Partner to, and Partner will, take all steps necessary to restitute Airtel, and in addition also require Partner to pay to Airtel penalties or other punitive consequences as are reasonably determined by Airtel, not exceeding 20% of the value of the total Purchase Orders issued by Airtel under the Agreement.

13. Force Majeure

13.1 No failure or omission by a Party (“Affected Party”) to carry out or to perform any of the terms or conditions of the Agreement will give the other Party a claim against the Affected Party, or be deemed a breach of the Agreement, if and to the extent that such failure or omission arises as a result or consequence of a Force Majeure Event.

13.2 The Affected Party will promptly, and in any case within 3 days or as soon as reasonably possible, notify the other Party of the nature and anticipated duration thereof and thereupon will be excused from performing such obligation for so long as the Force Majeure Event continues and will use all reasonable endeavours to resume performance of the obligation as soon as reasonably possible.

13.3 If any Force Majeure Event affects the performance of obligations of any Party, such Party will make all commercially reasonable efforts to mitigate the effect of the Force Majeure event.

13.4 Where a Force Majeure event materially prevents a Party’s performance for a continuous period of 30 days, Airtel may terminate the relevant Ordering Document with 15 days’ written notice.

14. Relevant Records Retention

14.1 Partner shall maintain complete and accurate Relevant Records and keep the same accessible until the date which is the later of (a) the date which is the earliest date specified by Applicable Laws, (b) the date when all matters arising from or in connection with the relevant Ordering Document or that Relevant Record have been finally concluded by agreement of the Parties, or (c) the date when that Relevant Record is no longer required to be stored under Airtel’s records retention policy as notified to Partner from time to time (“Retention Period”). Partner will promptly provide such Relevant Records to Airtel upon request.

14.2 Relevant Records will be deemed to be Airtel’s Confidential Information.

15. Governance and Dispute Resolution

15.1 If any dispute, constraint, difference or disagreement arises in relation to implementation of the terms of this Agreement or an Ordering Document, or its validity, interpretation, execution, performance or termination (“Dispute”), such Dispute will be resolved in the first instance through the Governance Framework if specified in the Ordering Document.

15.2 Notwithstanding referral of a Dispute to the Governance Framework, or if the Parties fail to resolve a Dispute through the Governance Framework, either Party may refer the Dispute for resolution under these General Terms in the manner below
(a) The Party raising a Dispute will provide a written notice to the other Party elaborating the dispute in reasonable detail;
(b) Upon receipt of the notice, at each level of resolution specified below, the Parties will designate their nominees for resolution of the Dispute within five (5) Business Days;
(c) The nominees will attempt to resolve the Dispute within 30 days of being designated.

15.3 The Dispute resolution process under Clause 15.2 will be through referral to the following tiers:
(a) In the first instance, to the senior Representatives of each Party;
(b) In the second instance, to the senior most management executives of each Party;

15.4 If the Dispute is not resolved (a) through the Governance Framework, or (b) where invoked, in accordance with Clauses 15.2 and 15.3, within 120 days of the first written notice of the Dispute from either Party to the other, then the Dispute may be referred to arbitration by either Party.

15.5 Disputes referred to arbitration will be resolved by three arbitrators. Each Party will appoint one arbitrator and the two arbitrators will appoint the presiding arbitrator. The seat and place of arbitration will be New Delhi. The language of arbitration will be English. Arbitration will be conducted in accordance with the Arbitration and Conciliation Act, 1996. The rights and obligations of the Parties will remain in full force pending the arbitrators’ award.

16. Notices

16.1 Any notice, demand, consent or other communication (“Notice”) given or made under the relevant Ordering Document:
(a) will be in writing;
(b) will be sent to the intended recipient by any of the following methods: prepaid post or courier, hand delivery, facsimile, email, or any combination of the foregoing, to the address provided below:

To Airtel: Bharti Airtel Limited
Airtel Center
Plot No 16, Udyog Vihar,
Phase IV, Gurgaon 122 015
Haryana,
India Attn: Director, Legal, and Director, SCM
Email:
Facsimile:
To Partner:
At the address specified in the signature block and in the Ordering Document,
Email:
Facsimile:

or the address last notified by the intended recipient to the sender, and

(c) any Notice given or made under the Agreement will be deemed duly given in case of delivery in person, when delivered; in the case of delivery by post or courier, five (5) Business Days after posting; in the case of facsimile, on receipt of a transmission control report from the dispatching fax machine showing the number of pages, destination fax number and name of recipient, indicating that the transmission has been made without error. Any notice given by email must be promptly followed by a notice sent by post, courier or facsimile.

17. Governing Law and Jurisdiction

Any dispute or claim (contractual or non-contractual) arising out of or in relation to this Agreement, including disputes as to its formation, will be governed by and construed in accordance with Indian laws, without regard to its conflict of laws rules. Subject to Clause 15.5, the Parties submit to the exclusive jurisdiction of New Delhi courts. The United Nations Convention on Contracts for the International Sale of Goods will not apply to the Agreement.

18. Other Terms

18.1 BISP. Partner acknowledges that it has read and understood the requirements of the BISP and agrees that it and the Deliverables provided by it shall comply with the requirements of the BISP. The BISP is available through the URL https://erpdmz.airtel.in. The path to access the BISP is specified in Schedule GT-1. Execution of these General Terms comprises Partner’s agreement to be bound by the BISP.

18.2 Entire Agreement. This Agreement contains the entire agreement between the Parties with respect to its subject matter and supersedes any and all prior agreements, either oral or in writing, between the Parties with respect to the subject matter hereof.

18.2 Severability.
(a) If any term of the Agreement is held by a Government Authority of competent jurisdiction to be contrary to Applicable Laws, then the remaining terms of the Agreement or the application of such provision to persons or circumstances other than those as to which it is illegal, invalid or unenforceable will not be affected thereby, and each such term of the Agreement will be valid and enforceable to the extent granted by Applicable Law.
(b) If any provision of the Agreement is so found to be invalid or unenforceable but would be valid or enforceable if some part of the provision were deleted, the provision in question will apply with such modification(s) as may be necessary to make it valid.
(c) If an illegality, invalidity or unenforceability is so fundamental as to prevent the substantial accomplishment of the purpose of the Agreement, including where a change in Applicable Law materially impacts the ability of either Party to perform its obligations or enforce its rights under the Agreement, the Parties will promptly commence negotiations in good faith to reach agreement on how to remedy such illegality, invalidity or unenforceability.
(d) To the extent the Parties have reached agreement on the remedy in accordance with Clause 18.2(c), each Party will do and execute, or arrange for the doing and executing of each necessary act, document and thing reasonably within its power to implement and give effect to this Agreement (including to give effect to the provisions of Section 18.2(c)).

18.3 Survival. The provisions of this Clause, and any provisions relating to licenses, indemnity, governing law, jurisdiction, arbitration, confidentiality, intellectual property rights, product and service warranties, and other provisions that by their nature survive expiry or termination, and those representations and warranties that are required to supplement the above Clauses for making them effective, will survive the expiry or termination of the Agreement or the Ordering Document.

18.4 No Waiver. No failure to exercise or any delay in exercising any right, power or remedy by a Party under the Agreement will operate as a waiver. A single or partial exercise of any right, power or remedy does not preclude any other or further exercise of that or any other right, power or remedy. A waiver is not valid or binding on the Party granting that waiver unless made expressly in writing.

18.5 Amendments. No amendment or variation of the Agreement is valid or binding on a Party unless made in writing and executed by the authorized representatives of both Parties.

18.6 Relationship. The relationship between Airtel and Partner is that of independent contractors dealing at arm’s length and nothing in the Agreement or an Ordering Document will constitute the Parties as partners, joint venture or co-owners, or constitute either Party as the agent, employee or representative of the other. Partner acknowledges that it has been appointed by Airtel as a non-exclusive contractor and that nothing contained in this Agreement or the Ordering Document will operate to prevent Airtel from engaging any other person to supply a product or perform the scope of work that is the same as or similar to that under this Agreement or an Ordering Document.

18.7 Language. The language of the Agreement, all oral and written communication related to the Agreement, reports and other documents required to be submitted in accordance with the Agreement, will be in English.

18.8 Counterparts. This Agreement may be executed in any number of counterparts, whether signed originally or reproduced by facsimile, each of which will be deemed to be an original, and all of which will constitute one and the same instrument.

18.9 Assignment. Partner will not assign or transfer the whole or any part of this Agreement or any benefit, interest, obligation or liability in or under the Agreement without the prior written consent of the Airtel. Airtel will be entitled to assign and transfer the Agreement, including all benefits, interest, obligations and liabilities, to any of its Affiliates or successors in interest, without prior consent of Partner.

18.10 Specific Performance. Partner agrees that damages may not be an adequate remedy for Airtel under the Agreement, and Airtel will be entitled to an injunction, restraining order, right of recovery, specific performance or such other equitable relief to restrain Partner from committing any violation or to enforce the performance of the covenants, warranties or obligations contained in the Agreement.

18.11 Inurement. This Agreement shall be binding upon and shall inure to the benefit of the Parties and their successors-in-interest and permitted assigns.

18.12 Liquidated Damages. Partner agrees that that any sums specified in the Agreement as liquidated damages (including those applicable for delay in delivery) are for the purposes of securing performance of the Agreement and are not an option for paying money in lieu of performance.

19. Definitions

The following terms will have the meaning assigned below. Other terms will have the meaning assigned to them in the body of these General Terms.

Affected Party will have the meaning specified in Clause 13.1.

Affiliate means any entity that is Controlling, Controlled by, or is under the common Control with that entity.

Agreement means these General Terms and the Ordering Document(s) and all recitals and Schedules attached to them.

Applicable Clearances means all necessary authorisations, licenses, exemptions or concessions required under Applicable Laws.

Applicable Laws means, in relation to the obligations of the Parties under this Agreement, any statute, law, regulation, ordinance, rule, judgment, order, decree, clearance, approval, directive, guideline, code, standard, manual, policy, requirement, or other government restriction or any similar form of decision, or determination by, or any interpretation or administration of any of the foregoing by, any Government Authority, whether in effect as of the Effective Date or thereafter, and in each case as amended from time to time.

Authorized Affiliate means an Affiliate of Airtel which has been identified in an Ordering Document as a recipient or user of Deliverables.

BISP means the Bharti Information Security Policy as attached in Schedule GT-1, and will include any modifications thereto, notified to Partner from time to time.

Business Day(s) means days on which banks are open for business in New Delhi.

Code of Conduct will have the meaning specified in Clause 12.1.

Confidential Information of each Party means any and all information, data, audio, video, drawings, documents, software or other proprietary material, experience and know-how, audit findings and observations, dealings, transactions or affairs of or relating to such Party, including without limitation, technical, technological, financial, marketing, and business information and plans, disclosed or shared by such Party with the other Party in relation to this Agreement, whether in tangible or intangible form, whether or not such information is designated as confidential information.

Contract Manager means a senior employee(s) appointed by Partner as its main point of contact, who will be responsible for the overall administration, performance, delivery, supervision and coordination in relation to the Ordering Document at all times.

Control means the power to direct or cause the direction of management and policies of an entity, either directly or indirectly, whether through direct or indirect ownership, voting rights, contract or otherwise. ‘Controlling’, ‘Common Control’, ‘Controlled by’ and ‘under Common Control with’ will be construed accordingly.

Deliverables mean the Products, Services, Documentation, Bespoke Intellectual Property (if defined in an Ordering Document), and any other deliverables that Partner provides to Airtel under an Ordering Document.

Documentation means written or graphic information, drawings, standard documentation, user manuals, maintenance manuals and operating manuals, including those relating to testing, operations, control, warranties, optimisation, functioning, maintenance and certifications in relation to the Deliverables, or are specifically mentioned in the Ordering Document.

Effective Date is the date specified in the first sentence of these General Terms.

Force Majeure Event means, in relation to a Party an exceptional event or circumstance listed below and (a) which is beyond that Party’s control, (b) which such Party could not reasonably have provided against, and (c) which, having arisen, such Party could not reasonably have avoided or overcome:

(i) riot, war, invasion, act of foreign enemies, hostilities (whether war be declared or not), acts of terrorism, civil war, rebellion, revolution, military invasion, insurrection of military or usurped power;
(ii) earthquake, flood, or any other natural disaster, but excluding weather as such, regardless of verity; or
(iii) strikes at national or state level or industrial disputes at a national level, or strikes or industrial disputes by labour not employed by such Party or its Representatives and which affects a substantial or essential portion of the obligations of that Party.

Good Industry Practices mean those practices, methods, techniques and that standard of skill, care, diligence, prudence and foresight, which are generally and reasonably expected of and accepted internationally from a skilled, experienced and professional vendor providing deliverables similar to the Deliverables.

Governance Framework means the process for resolution of operational or other Disputes, specified in the relevant Ordering Document.

means any ministry, department, board, or any governmental instrumentality directly or indirectly under control of any central, provincial or local government, and includes any court, tribunal, or judicial or quasi-judicial body having jurisdiction.

Insolvency Event means, in relation to a Party, the occurrence of any of the following events: inability to pay its debts as they fall due; admission of its inability to pay its debts; general assignment, arrangement or composition with or for the benefit of its creditors; commencement of insolvency proceedings which has not been dismissed within 90 days; passing of a resolution for voluntary winding-up, official management, liquidation or dissolution (other than pursuant to a consolidation, amalgamation or merger); appointment of an administrator, liquidator, receiver or similar official over its assets or any similar proceeding.

IPR means any rights in or in relation to any patent, copyright, design, utility model, trade mark (whether registered or not and includes rights in get up or trade dress), brand name, service mark, trade name, eligible layout right, chip topography right, software database rights and any other rights of a proprietary nature, existing anywhere in the world, whether registrable or not.

Lower Price will have the meaning specified in Clause 6.1.

Lower Price Offer Date will have the meaning specified in Clause 6.1.

Notice will have the meaning specified in Clause 16.1.

will have the meaning specified in Clause 12.1(a).

Personal Data means any sensitive personal data or any other information, that can be used to identify an individual or does or could identify an individual (including Representatives and customers of Airtel) when combined with any other information that may be acquired by Partner, Partner’s Representatives or contractors, while performing its obligations under this Agreement.

Price means the amount agreed as consideration for the provision of the Deliverables under the relevant Ordering Document.

Product means any hardware, software or other products (including and incorporating any third party products) as specified in the Ordering Document.

Purchase Order means a system generated purchase order issued by Airtel to Partner under an Ordering Document.

Schedule(s) means the schedules attached to these General Terms or the Ordering Document, as applicable, and numbered accordingly.

Sensitive Personal Data has the meaning specified in the Information Technology (Reasonable security practices and procedures and sensitive personal data or information) Rules, 2011.

Services mean the services specified in the Ordering Document.

Specifications mean the technical, functional and non-functional specifications applicable to the Deliverables as specified in the Ordering Document.

Relevant Records mean those records, data or information that Partner is required to maintain in accordance with this Agreement and Applicable Laws.

Representative means directors, employees, agents, contractors, representative, advisors or personnel.

Taxes mean all applicable taxes, duties, cess or levies imposed by a Government Authority.

Transition means the transition services specified in the relevant Ordering Document.

IN WITNESS WHEREOF, the Parties, intending to be legally bound, have caused the Agreement to be executed by their duly authorized officers on the day and year first written above.

Schedule GT-1
Path to BISP/BISP Compliance

After logging into the website https://erpdmz.airtel.in, go to tab “Airtel Partner Portal-Logistics”, click on the tab “Home Page” and then click on the tab “Invoice CL, BCOC for BA, BISP”.

Bharti may from time to time notify changes in the BISP, which shall be communicated to Partner. Partner acknowledges that its continuation as a supplier/ service provider to Airtel may depend, based on Airtel’s requirements, on its compliance with such changes. Partner agrees to apprise itself from time to time of changes to the BISP that may be posted at the URL specified here.

Schedule GT-2
Path to Code of Conduct

After logging into the website https://erpdmz.airtel.in, go to the tab “Airtel Partner Portal-Logistics”, click on the tab “Home Page” and then click on the tab “Invoice CL, BCOC for BA, BISP”.

Bharti may from time to time notify changes in the Code of Conduct, which shall be communicated to Partner. Partner acknowledges that its continuation as a supplier/ service provider to Airtel may depend, based on Airtel’s requirements, on its compliance with such changes. Partner agrees to apprise itself from time to time of changes to the Code of Conduct that may be posted at the URL specified here.

These General Terms are between Bharti Airtel Limited (“Airtel”) and the party identified in the signature block (“Partner”), and are effective as of the effective date of the first Ordering Document executed by Airtel and the Partner incorporating these General Terms (“Effective Date”)

(Airtel and Partner, collectively referred to as “Parties”, and individually as “Party”, and includes their respective successors and permitted assigns)

Airtel is in the business of providing telecom and other services. Airtel seeks to engage Partner for providing the Deliverables. Partner represents it is adequately experienced, qualified, equipped, organized and financed to provide the Deliverables, and agrees to provide them to Airtel. Relying on the representations, warranties and covenants of Partner, Airtel has agreed to appoint Partner to provide the Deliverables, on a non-exclusive basis, on the terms and conditions set out here.