General Terms & Conditions

Services

1.  Xcenter Technologies Pvt. Ltd. ("Xcenter," "we," "us") agrees to perform the services described in any applicable, mutually-signed Statement of Work (SOW) for the Client ("you," "your").

2.  Services outlined in the SOW may be modified through signed Project Change Request (PCR) documents, approved by authorized representatives of both Xcenter and the Client.

3.  When applicable, Xcenter and the Client will agree to terms, fees, and expenses for additional services via a separate SOW, which must be signed by both parties to take effect.

4.  Xcenter has the right to rely on routine instructions, approvals, and information provided by the Client, typically communicated via email. Xcenter will not be liable for any errors resulting from incorrect instructions provided by the Client.

5. Client Cooperation: 

   1. The Client will cooperate with Xcenter to facilitate effective service delivery. This includes timely management decisions, information, approvals, and access to Client software/materials as reasonably requested by Xcenter.

   2. Timely service delivery relies on the Client providing Xcenter with necessary assistance, cooperation, job descriptions, schedules, as well as complete and accurate information and materials.

   3. Client retains sole ownership of all materials, software, and data provided to Xcenter.

Term

1.  This Agreement commences on the Effective Date and will continue for one (1) year from the Service Start Date specified in the SOW, unless extended or terminated as per this Agreement.

2.  The Agreement will automatically renew for successive one-year periods (Renewal Terms) unless terminated in accordance with Section 13 (Termination).

Payment Terms

1.  The Client will pay Xcenter the fees outlined in the SOW and/or PCR (collectively, "Fees").

2.  Depending on the complexity of the requirement, a one-time Set-Up Fee that covers recruitment, workspace provisioning, and tool/software procurement, may be required as outlined in the SOW.

3.  Late payments (beyond the due date) will incur a 3.5% monthly interest charge on the outstanding balance, or the maximum permitted by law, whichever is higher, plus collection costs.

4.  Non-payment of Fees beyond 30 days of the due date gives Xcenter the right to suspend Services without liability, until overdue Fees and interest are paid. Non-payment constitutes a material breach, allowing Xcenter to terminate the Agreement.

5.  Fee disputes must be raised in writing within 10 days of the invoice date with a detailed explanation. Undisputed amounts must still be paid while the dispute is being resolved. The Issue Escalation and Dispute Resolution process will be mutually agreed upon within three (3) months of the Effective Date.

6.  Resolution process will be mutually agreed upon within three (3) months of the Effective Date.

7.  Fees are to be paid upfront upon signing the Agreement, as the SOW specifies. Subsequent billing events occur within 30 days of the Service Start Date, with each following payment made within 30 days of receipt of invoice, via bank charges. Client shall provide their preferred billing details to Xcenter.

8.  Fees remain fixed for the first 12-months. After that, they are subject to an automatic annual increase of the greater of (i) 5% or (ii) the percentage increase in the local Consumer Price Index (CPI).

Xcenter Subscription Fees

1.  Each Xcenter agent's work schedule consists of nine (9) consecutive billable hours per day ("Work Day") for five (5) days, with a 1.5-hour break within each Work Day. This forms a seven (7) consecutive day period starting on each Monday ("Work Week"). The remaining two (2) days not within the Work Week are considered Rest Days.

2.  Client may request in writing that Xcenter agents work Overtime Hours (defined as beyond a nine-hour Work Day or on a Rest Day). Overtime Hours incur an additional premium charge of 50% of the regular rate specified in the SOW.

3.  Xcenter agents are provided with ten (10) paid Public Holidays per year. Clients can choose a US Holidays or local Holidays calendar each year. If support is required on a Public Holiday, the Client must notify Xcenter at least two (2) weeks in advance. Xcenter will respond within five (5) days regarding their ability to provide support. Public Holiday service incurs a charge of two (2) times the agent's SOW rate.

4.  The Client has the flexibility yo reduce the number of Xcenter agents working on the requirement as per the agreed notification period within the SOW. Client increase requests must be submitted in writing 15 days before additional agents are required. Xcenter will make reasonable efforts to fulfill the request. Any change will be made per Section 1.b (Project Change Request).

Client and Xcenter Relationship

1.  Xcenter agents are employees of Xcenter Technologies Pvt. Ltd., not the Client. Xcenter retains full control over its employees, including hiring, transferring, performance management, termination, and all related actions.

2.  Xcenter has sole discretion in selecting, assigning, and managing agents to perform the SOW. Xcenter will determine salaries and payment schedules for its agents. Xcenter will promptly address performance complaints about assigned agents, and upon finding reasonable grounds (such as not meeting SLAs, absenteeism, or gross negligence), will replace the agent.

Compliance With Privacy Laws

1.  Xcenter and the Client will comply with all applicable data privacy laws and regulations when delivering or receiving services under this Agreement. The Client, as the data controller, will ensure that data subjects are informed about Xcenter's processing of their personal data and that necessary consents are obtained.

Intellectual Property

1. Intellectual Property (IP) includes original works of authorship, inventions, designs, software, confidential information, business names, and similar rights of ownership.

2. Background IP:  Both Xcenter and the Client retain ownership of all IP they owned prior to this Agreement or created independently of it. Modifications or improvements to each party's Background IP remain the sole property of that party.

3. Xcenter Property:  Xcenter retains all rights to its materials, data, ideas, processes, technology, and other IP used to deliver the Services, even if incorporated into Client deliverables. These are licensed to the Client for the specific use of those deliverables, as long as the Client meets payment obligations. Similarly, the Client retains ownership of its data and other intellectual property.

Indemnification

1. Each party will indemnify (defend and hold harmless) the other in the following situations: 

   1. Death or injury to persons caused by gross negligence or wilful misconduct of the indemnifying party or its personnel.

   2. Employment-related claims brought by the indemnifying party's staff against the other party.

   3. Gross negligence or wilful misconduct by the indemnifying party.

   4. Claims arising from a party's disregard of relevant laws or regulations, unless caused by the other party's explicit, written instructions (as per Section 1.d).

2. If a Client deliverable provided by Xcenter infringes on third-party intellectual property rights, Xcenter may, at its discretion: 

   1. Modify the deliverable to make it non-infringing.

   2. Obtain the right for the Client to continue using it.

   3. Replace it with an equivalent, non-infringing deliverable.

   4. Refund the Client for the deliverable.

3. Xcenter is not liable for infringement claims arising from: 

   1. Use of the deliverable outside the Agreement's scope.

   2. Use in combination with Client-provided equipment, devices, or software.

   3. Modifications made by anyone other than Xcenter.

   4. Services performed based on the Client's explicit instructions.

Force Majeure

1.  Neither party is liable for failure to perform due to events beyond their control (e.g., natural disasters, acts of war, government restrictions, communication/utility outages, labor disruptions, etc.).

2.  The affected party must notify the other via email within 72 hours of a Force Majeure Event. Xcenter will take reasonable steps to minimize service interruptions.

3.  If a Force Majeure Event disrupts Services for more than six months, either party may terminate the Agreement with 30 days' written notice.

Confidential Information

1.  Each party ("Receiving Party") agrees to protect the other's ("Disclosing Party") business, technical, or financial information marked as confidential or reasonably understood as confidential.

2.  Xcenter's Confidential Information includes non-public features, functionality, and performance of its Services. Client's Confidential Information includes non-public data provided to Xcenter.

3.  The Receiving Party agrees not to use or disclose Confidential Information except as necessary to deliver or receive Services under this Agreement.

4.  Client Data remains the property of the Client. Xcenter owns its Services, Software, and related intellectual property.

Limitation of Liability

1.  NEITHER XCENTER NOR ITS SUPPLIERS ARE LIABLE FOR (A) ERRORS, INTERRUPTIONS, LOSS OR CORRUPTION OF DATA, PROCUREMENT COSTS, OR LOSS OF BUSINESS; (B) INDIRECT, INCIDENTAL, OR CONSEQUENTIAL DAMAGES; (C) EVENTS BEYOND XCENTER'S REASONABLE CONTROL; OR (D) AMOUNTS EXCEEDING THE FEES PAID BY THE CLIENT TO XCENTER IN THE 12 MONTHS PRECEDING THE INCIDENT, EVEN IF XCENTER WAS ADVISED OF THE POTENTIAL DAMAGES.

Warranties and Disclaimers

1.  Both Xcenter and the Client warrant that they have the authority to enter into this Agreement and will not violate any terms of other existing agreements.

2.  Xcenter will promptly notify the Client in writing of any unscheduled emergencies, sick days, etc. that are beyond its reasonable control. Services may be unavailable or interrupted in such circumstances. Previously agreed-to SLAs will not apply in these instances.

3.  Except for the limited warranty in Section 12.a, all Services are provided "AS IS". Xcenter disclaims all other warranties, express or implied, including those of merchantability, fitness for a particular purpose, and non-infringement.

Termination

1. Either party may terminate for cause due to: 

   1. A material breach remaining uncured after 60 days' written notice.

   2. The other party becoming subject to bankruptcy, insolvency, receivership, or liquidation proceedings.

2. Effects of Termination: 

   1. Upon termination, each party must return the other's property within 60 days, including Confidential Information. Xcenter will make Client data available for electronic retrieval during this period but may delete it afterward.

   2. All Fees for Services rendered before termination are due within 60 days, in addition to provisions in Section 13.a.

   3. Sections of this Agreement intended to survive will remain in effect (confidentiality, warranty disclaimers, liability limits, etc.).

Miscellaneous Provisions

1.  This Agreement cannot be assigned without the other party's written consent. If consent is given, the Agreement will remain binding and inure to the benefit of successors and permitted assigns.

2.  Nothing creates an agency, partnership, or joint venture between Xcenter and the Client. Both parties remain independent contractors with no authority to bind or make representations on behalf of the other.

3.  Client agrees not to recruit or hire Xcenter employees during the Agreement's Term and for 12 months after separation without Xcenter's express approval. If Client wishes to hire an Xcenter employee, they must first discuss with Xcenter. A fee equal to six (6) months of subscription fees will apply if Client breaches this clause.

4.  This Agreement is the complete and exclusive understanding between the parties. Any amendments must be in writing and signed by both parties.

5.  A waiver of one breach does not waive any subsequent breach.

6.  Notices under this Agreement must be delivered in writing, by personal delivery, email with confirmation, overnight delivery, or certified mail.

7.  Both parties have had the opportunity to seek legal counsel in drafting and negotiating this Agreement. No presumption against the drafter will apply.

8.  This Agreement will be governed by the laws of the State of California [or specify the relevant jurisdiction] without regard to conflict of law provisions.

9.  Headings are for convenience only and do not affect the interpretation of this Agreement.

10.  This Agreement may be executed in multiple counterparts, each of which will be considered an original.

11.  Xcenter and the Client will comply with all applicable laws regarding non-discrimination and non-segregation of facilities, including relevant federal and state-level regulations.

12.  In the event of conflict between the main General Terms of Service (GTC) and a Statement of Work (SOW), the SOW will prevail.