Vendor Terms

Vendor Terms and Conditions Effective Date: 29/12/2017 Company: Curiosity Automation OPC Private Limited (“Curiosity Automation,” “Company,” “we,” “our”) Applicable To: All Vendors, Suppliers, Subcontractors, Freelancers, and Service Providers (“Vendor,” “You”). 1. Introduction These Vendor Terms and Conditions (“Terms”) govern all transactions, agreements, and relationships between Curiosity Automation OPC Private Limited and its Vendors. By supplying goods or services, the Vendor accepts and agrees to comply with these Terms, unless a separate executed agreement overrides them. These Terms ensure quality, transparency, compliance, and ethical business practices between the Company and its Vendors. 2. Definitions “Vendor” – Any supplier, service provider, freelancer, contractor, or third party engaged by Curiosity Automation. “Goods” – All materials, hardware, software, tools, or equipment supplied. “Services” – Consulting, technical, creative, or professional services provided by Vendor. “Deliverables” – Any final product, solution, report, code, or work output delivered to the Company. “PO/WO” – Purchase Order / Work Order issued by Curiosity Automation. “Confidential Information” – All proprietary, technical, financial, and client-related information disclosed by the Company. 3. Vendor Registration & Documentation Vendors must provide: Company details – Name, address, GST number, PAN, CIN (if applicable). Bank details – Account number, IFSC code, cancelled cheque. Compliance documents – GST registration, PAN, trade license, ISO certificates (if applicable). Contact details – Authorized representative’s name, phone, and email. Declaration – Acceptance of these Terms and compliance with applicable laws. The Company reserves the right to verify Vendor background, financial health, and reputation before approval. 4. Scope of Supply Vendors must deliver goods/services strictly as described in the PO/WO or contract. Subcontracting or outsourcing is not permitted without prior written consent. All goods must be new (unless explicitly agreed), free of defects, and conform to agreed specifications. All services must be delivered with professional diligence, skill, and efficiency. 5. Pricing, Invoicing & Payments Agreed Rates – Prices must be mutually agreed in advance and confirmed in writing. No unauthorized charges will be accepted. Invoice Submission – Invoices must include: PO/WO number Description of goods/services GST details (if applicable) Delivery confirmation / completion certificate (where required) Payment Terms – Payments shall be made within [30/45/60] business days from the later of: Receipt of invoice, OR Acceptance of goods/services. Deductions – The Company may deduct TDS, GST-TDS, or other statutory taxes. Disputed Invoices – If discrepancies are found, payment will be held until correction. Vendor will be informed in writing. No Advance (unless agreed) – Advances or retainers are only paid if explicitly approved in contract. 6. Delivery & Timelines Deliveries must be made on agreed date, time, and location. Time is of the essence — repeated delays may result in penalties, rejection, or termination. Vendor must notify the Company immediately of any delay, with reasons and revised timelines. The Company reserves the right to procure from alternate sources at the Vendor’s risk if timelines are missed. 7. Quality Assurance & Acceptance All goods/services are subject to inspection, testing, and acceptance by Curiosity Automation. Rejected goods must be replaced at Vendor’s cost within 7 working days. Services not meeting agreed standards must be re-performed without additional charge. Continuous poor performance may lead to blacklisting of the Vendor. 8. Confidentiality & Data Protection Vendors may access proprietary information such as client data, project details, source code, marketing strategies, or pricing models. Vendors must treat such information as strictly confidential and not share or use it for personal or commercial gain. Vendors must comply with Indian IT Act, 2000, and GDPR (if applicable) for handling personal data. Obligation of confidentiality survives termination of relationship. 9. Intellectual Property (IP) All Deliverables created specifically for Curiosity Automation under a Vendor engagement shall be considered “Work for Hire” and owned by Curiosity Automation. Vendors must not use Deliverables, designs, or code for other clients unless authorized in writing. Any pre-existing IP (frameworks, templates, libraries) remains the Vendor’s property, but Vendor must grant a royalty-free, perpetual license to use them within the Deliverables. 10. Compliance & Ethical Business Conduct Vendors must strictly follow: Legal Compliance – GST, labor laws, safety standards, data protection laws. Anti-Corruption – Vendors must not offer or accept bribes, kickbacks, gifts, or improper payments. Fair Labor Practices – No child labor, forced labor, or exploitation. Wages must comply with law. Non-Discrimination – Equal opportunity irrespective of caste, religion, gender, or disability. Environmental Responsibility – Vendors should adopt sustainable practices and avoid hazardous materials. 11. Audit & Verification Rights The Company reserves the right to audit Vendor’s processes, documents, and quality systems to verify compliance. Vendors must maintain complete records of transactions for at least 3 years and produce them upon request. 12. Warranties & Liabilities Vendor warrants that goods/services are free from defects, safe, and compliant with law. Vendor shall repair, replace, or reperform at its own cost if Deliverables fail to meet requirements within 12 months of supply. Vendor is liable for damages, penalties, or losses caused due to defective or unlawful supply. Liability cap: Vendor’s liability shall not exceed 100% of the total contract value, except in cases of fraud, gross negligence, or intentional misconduct. 13. Indemnification The Vendor shall indemnify and hold harmless Curiosity Automation, its employees, directors, and clients from any losses, damages, claims, fines, or lawsuits arising from: Non-compliance with laws. Intellectual property infringement. Supply of defective or unsafe goods. Breach of confidentiality. Misconduct or negligence. 14. Termination The Company may terminate Vendor engagement immediately if: Vendor breaches these Terms. Vendor fails to deliver goods/services on time or at agreed quality. Vendor engages in unethical, illegal, or fraudulent practices. Insolvency or bankruptcy of the Vendor. Upon termination, outstanding dues (if any) will be settled after deducting penalties and recovery costs. 15. Force Majeure Neither party is liable for failure to perform obligations due to unforeseen events beyond reasonable control, including natural disasters, strikes, cyberattacks, pandemics, or government restrictions. 16. Dispute Resolution Parties will attempt to resolve disputes amicably within 30 days. If unresolved, disputes will be referred to arbitration under the Arbitration and Conciliation Act, 1996. The arbitration will be conducted in Pune, Maharashtra, in English, by a sole arbitrator mutually appointed. The decision of the arbitrator shall be final and binding. 17. Governing Law & Jurisdiction These Terms are governed by the laws of India, and any disputes will be subject to the exclusive jurisdiction of the courts in Pune, Maharashtra. 18. Amendments Curiosity Automation may update these Vendor Terms at any time. Updated terms will be communicated to Vendors, and continued supply shall be deemed acceptance of revisions. 19. Severability If any clause of these Terms is held invalid by a court, the remaining provisions shall remain enforceable. 20. Entire Agreement These Terms, along with any PO/WO or contract, constitute the entire agreement between the Company and Vendor, superseding all prior communications. 21. Contact Information For Vendor-related queries, payments, or compliance matters, contact: Curiosity Automation OPC Private Limited HNO 35, At Post Sansar Tal Indapur Dist Pune-413104 📧 Email: info@curiosity.org.in 📞 Phone: 8806100505 🌐 Website: curiosity.org.in