Vendor Terms

Please read these Vendor Terms and Conditions carefully. This Agreement governs the relationship between BrandMist Solutions ("Company," "We," "Us," "Our") and the vendor ("Vendor," "You," "Your") providing goods or services to the Company. 1. Introduction and Scope These Vendor Terms and Conditions ("Terms") apply to all vendors, suppliers, service providers, contractors, and consultants who provide goods, services, or deliverables (collectively, "Services") to BrandMist Solutions, operator of WhatsFlow (whatsflow.brandmistsolutions.com). These Terms, along with any applicable Purchase Order ("PO"), Statement of Work ("SOW"), or other written agreement signed by both parties (collectively, the "Agreement"), constitute the entire understanding between the Company and the Vendor regarding the provision of Services. By providing Services to the Company, or by accepting a PO or SOW, Vendor agrees to be bound by these Terms. 2. Definitions Company: BrandMist Solutions, including its WhatsFlow service. Vendor: The individual, company, or entity providing Services to the Company. Services: All goods, products, services, work, deliverables, and materials provided by the Vendor to the Company under the Agreement. Purchase Order (PO): A document issued by the Company to the Vendor specifying the Services to be provided, quantities, prices, delivery dates, and other relevant terms. Statement of Work (SOW): A document that describes the specific scope of work, deliverables, timelines, and responsibilities for Services to be performed by the Vendor. Confidential Information: Any non-public information disclosed by one party to the other, as further defined in Section 7. Intellectual Property Rights: Patents, copyrights, trademarks, trade secrets, and other proprietary rights. 3. Vendor Obligations Vendor shall: Perform the Services with the highest level of professionalism, skill, diligence, and care, in accordance with best industry standards and practices. Comply with all specifications, requirements, and timelines set forth in the applicable PO, SOW, or other written agreement. Provide Services that are fit for their intended purpose and free from defects in material, workmanship, and design. Comply with all applicable laws, regulations, codes, and standards in the performance of the Services and its business operations. This includes, but is not limited to, laws related to labor, health and safety, anti-bribery, and data protection. Obtain and maintain all necessary licenses, permits, and approvals required to perform the Services. Not subcontract any portion of the Services without the prior written consent of the Company. If subcontracting is approved, Vendor remains fully responsible for the performance of its subcontractors and their compliance with this Agreement. Maintain adequate insurance coverage as may be reasonably requested by the Company or as required by law. 4. Company Obligations The Company shall: Provide Vendor with necessary information, access, and cooperation reasonably required for Vendor to perform the Services, as specified in the Agreement. Make timely payments to Vendor for Services satisfactorily performed, in accordance with the terms outlined in Section 5 (Payment Terms). 5. Payment Terms The Company will pay Vendor the fees for Services as set forth in the applicable PO or SOW ("Fees"). Vendor shall submit accurate and complete invoices to the Company as specified in the PO or SOW. Each invoice must reference the applicable PO number, if any. Unless otherwise agreed in writing, the Company will pay undisputed invoices within [e.g., thirty (30) or forty-five (45)] days from the date of receipt of a correct and complete invoice. All Fees are inclusive of all applicable taxes (such as GST, VAT), duties, and levies, unless expressly stated otherwise. Vendor is responsible for its own tax obligations. The Company reserves the right to dispute any invoice or portion thereof and will notify Vendor in writing of any such dispute, withholding payment for the disputed amount until the dispute is resolved. 6. Confidentiality Each party (the "Receiving Party") agrees to keep confidential all non-public information disclosed by the other party (the "Disclosing Party"), whether orally or in writing, that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure ("Confidential Information"). Confidential Information of the Company includes, but is not limited to, business plans, customer lists, financial information, technical data, software, and information related to the WhatsFlow service. Confidential Information of the Vendor may include proprietary methodologies or tools, if so designated. The Receiving Party agrees to: (i) use Confidential Information solely for the purpose of performing its obligations or exercising its rights under this Agreement; (ii) not disclose Confidential Information to any third party without the Disclosing Party's prior written consent, except to its employees, agents, or subcontractors who have a need to know and are bound by confidentiality obligations at least as restrictive as those herein; and (iii) protect Confidential Information with at least the same degree of care it uses to protect its own confidential information of like importance, but in no event less than reasonable care. These confidentiality obligations shall not apply to information that: (a) is or becomes publicly known through no wrongful act of the Receiving Party; (b) was in the Receiving Party's possession prior to disclosure by the Disclosing Party; (c) is independently developed by the Receiving Party without use of or reference to the Disclosing Party's Confidential Information; or (d) is rightfully received from a third party without restriction. The Receiving Party may disclose Confidential Information if required by law, provided it gives the Disclosing Party prompt written notice (if legally permissible) to allow the Disclosing Party to seek a protective order. 7. Intellectual Property Rights Company IP: The Company retains all right, title, and interest in and to its pre-existing Intellectual Property Rights and any Intellectual Property Rights developed by the Company independently of this Agreement. Vendor IP: Vendor retains all right, title, and interest in and to its pre-existing Intellectual Property Rights. Work Product: Unless otherwise expressly agreed in a SOW, all deliverables, work product, inventions, designs, software, documentation, and other materials created or developed by Vendor specifically for the Company in the course of performing the Services ("Work Product") shall be the sole and exclusive property of the Company. Vendor hereby assigns to the Company all of its right, title, and interest in and to such Work Product, including all Intellectual Property Rights therein. Vendor agrees to execute any documents reasonably requested by the Company to perfect this assignment. License to Vendor IP: If Vendor incorporates any of its pre-existing Intellectual Property Rights into the Work Product, Vendor grants the Company a non-exclusive, royalty-free, perpetual, irrevocable, worldwide license to use, reproduce, modify, display, distribute, and create derivative works of such Vendor IP solely as incorporated in the Work Product. 8. Data Protection and Security (If Applicable) If Vendor processes, stores, or has access to any personal data or sensitive information on behalf of the Company or its customers ("Company Data"): Vendor shall comply with all applicable data protection laws and regulations (e.g., GDPR, Indian Digital Personal Data Protection Act). Vendor shall implement and maintain appropriate technical and organizational security measures to protect Company Data against unauthorized access, use, disclosure, alteration, or destruction. Vendor shall use Company Data solely for the purpose of performing the Services and not for any other purpose. Vendor shall promptly notify the Company of any actual or suspected data breach involving Company Data. Vendor shall cooperate with the Company in responding to any data subject requests or regulatory inquiries related to Company Data. 9. Term and Termination Term: The term of this Agreement shall commence on the effective date of the first PO or SOW and shall continue until all Services are completed and all obligations are fulfilled, unless terminated earlier as provided herein. Termination for Convenience: The Company may terminate this Agreement, or any PO or SOW, in whole or in part, for its convenience upon [e.g., thirty (30)] days' prior written notice to Vendor. In such event, the Company shall pay Vendor for Services satisfactorily performed and accepted up to the effective date of termination. Termination for Cause: Either party may terminate this Agreement or any PO/SOW if the other party: (a) materially breaches any provision of this Agreement and fails to cure such breach within [e.g., fifteen (15) or thirty (30)] days after receiving written notice thereof; or (b) becomes insolvent, makes an assignment for the benefit of creditors, or files for bankruptcy. Effect of Termination: Upon termination, Vendor shall cease all work, deliver to the Company all completed Work Product and work in progress, and return or destroy (at the Company's option) all Company Confidential Information. Provisions that by their nature should survive termination (including Confidentiality, Intellectual Property, Indemnification, Limitation of Liability, Governing Law) shall survive. 10. Representations and Warranties Vendor represents and warrants that: It has the full right, power, and authority to enter into this Agreement and perform its obligations hereunder. The Services will be performed in a professional and workmanlike manner, consistent with industry standards. The Services and Work Product will conform to the specifications in the applicable PO or SOW. The Services and Work Product will not infringe or misappropriate any third-party Intellectual Property Rights, privacy rights, or other proprietary rights. It will comply with all applicable laws and regulations. 11. Indemnification Vendor agrees to indemnify, defend, and hold harmless the Company, its affiliates, officers, directors, employees, and agents from and against any and all claims, losses, damages, liabilities, costs, and expenses (including reasonable attorneys' fees) arising out of or related to: Any breach by Vendor of its representations, warranties, or obligations under this Agreement. Any negligent act or omission or willful misconduct of Vendor or its personnel. Any claim that the Services or Work Product infringe upon any third-party Intellectual Property Right (except to the extent such claim arises from specifications provided by the Company). Any personal injury or property damage caused by Vendor or its personnel in connection with the performance of Services. 12. Limitation of Liability EXCEPT FOR VENDOR'S INDEMNIFICATION OBLIGATIONS, BREACHES OF CONFIDENTIALITY, OR LIABILITY ARISING FROM VENDOR'S GROSS NEGLIGENCE OR WILLFUL MISCONDUCT, IN NO EVENT SHALL EITHER PARTY BE LIABLE TO THE OTHER PARTY FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES (INCLUDING LOSS OF PROFITS, DATA, OR GOODWILL) ARISING OUT OF OR RELATING TO THIS AGREEMENT, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. EXCEPT FOR VENDOR'S INDEMNIFICATION OBLIGATIONS, BREACHES OF CONFIDENTIALITY, OR LIABILITY ARISING FROM VENDOR'S GROSS NEGLIGENCE OR WILLFUL MISCONDUCT, THE COMPANY'S TOTAL AGGREGATE LIABILITY TO VENDOR UNDER THIS AGREEMENT SHALL NOT EXCEED THE TOTAL FEES PAID OR PAYABLE BY THE COMPANY TO VENDOR FOR THE SPECIFIC SERVICES GIVING RISE TO THE CLAIM DURING THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO SUCH CLAIM. 13. Relationship of the Parties Vendor is an independent contractor, and nothing in this Agreement shall be construed to create a partnership, joint venture, agency, or employment relationship between the Company and Vendor. Vendor is not authorized to make any representations, contracts, or commitments on behalf of the Company unless specifically authorized in writing by the Company. 14. Governing Law and Dispute Resolution This Agreement shall be governed by and construed in accordance with the laws of India, with exclusive jurisdiction in the courts of Visakhapatnam, Andhra Pradesh, without regard to its conflict of law principles. Any dispute arising out of or in connection with this Agreement shall first be attempted to be resolved through good faith negotiations between the parties. If the dispute cannot be resolved within thirty (30) days, it shall be referred to and finally resolved by arbitration in Visakhapatnam, India, in accordance with the Arbitration and Conciliation Act, 1996, by a sole arbitrator appointed by mutual consent. The language of arbitration shall be English. 15. General Provisions Notices: All notices under this Agreement shall be in writing and sent to the addresses specified in the PO/SOW or as otherwise designated by the parties. Notices may be delivered personally, by registered mail, or by email (with confirmation of receipt). Force Majeure: Neither party shall be liable for any failure or delay in performance due to causes beyond its reasonable control, such as acts of God, war, terrorism, riots, strikes, or natural disasters ("Force Majeure Event"), provided the affected party gives prompt notice and uses reasonable efforts to resume performance. Assignment: Vendor may not assign this Agreement or any of its rights or obligations hereunder without the prior written consent of the Company. The Company may assign this Agreement without Vendor's consent in connection with a merger, acquisition, or sale of all or substantially all of its assets. Severability: If any provision of this Agreement is held to be invalid or unenforceable, the remaining provisions shall remain in full force and effect. Waiver: No waiver of any breach of any provision of this Agreement shall constitute a waiver of any subsequent breach of the same or any other provision. Entire Agreement: This Agreement (including any POs, SOWs, and other incorporated documents) constitutes the entire agreement between the parties with respect to its subject matter and supersedes all prior and contemporaneous agreements, proposals, or representations, written or oral. Amendments: No amendment or modification of this Agreement shall be effective unless in writing and signed by authorized representatives of both parties. 16. Contact Information For any questions or notices related to these Vendor Terms and Conditions, please contact BrandMist Solutions at: Email: info@brandmistsolutions@gmail.com