Mind Soft Technology
🌐 www.mstgurgaon.com | ✉️ info@mstgurgaon.com
📍 Plot No. 24, New Plaza Opp. ICICI Bank, Sector – 14, Gurgaon, Haryana-122001
📞 +91-9999704813
1. SCOPE
These General Terms and Conditions shall apply to all contracts, projects, purchases, and services between Mind Soft Technology (“MST”) and its contractors, vendors, or suppliers unless otherwise agreed in writing.
2. CONFIDENTIALITY, NAME & INTELLECTUAL PROPERTY
2.1 Confidentiality
- All data, reports, plans, files, or shared content from MST, or prepared jointly, shall be treated as confidential.
- Such information must not be disclosed or used without prior written consent.
- Confidential information must be shared only with essential staff or subcontractors.
- Upon contract end or termination, all documents must be returned, and no copies retained.
- Staff and subcontractors must also adhere to confidentiality, even after termination.
- MST must be notified immediately of any confidentiality breach.
- Contractor may retain only non-confidential documents they created.
2.2 Use of MST Name and Logo
- Contractors or their staff may not use MST’s name, logo, seal, or project association for marketing or advertising purposes without written approval.
- MST’s brand should not be disclosed or associated without consent.
2.3 Intellectual Property Rights
- Unless otherwise agreed, MST retains full rights to any product or service developed under contract.
- Existing contractor-owned IP rights will remain unaffected.
3. LIABILITY AND INSURANCE
3.1 Contractor Liability
Contractors shall be liable for:
- Any breach of contract or negligence causing damage to MST.
- Complying with legal and professional norms.
- Ensuring all necessary licenses and staff permits are acquired.
- Ensuring timely employee wage payments, tax deductions, and insurance contributions.
- Following MST’s directives regarding staff deployment or project execution.
- Any delays, supply interruptions, or strikes affecting contract fulfillment.
If requested, contractors must prepare an emergency continuity plan to avoid service disruption.
3.2 Liability Exemptions
Contractors will not be liable if failures are due to:
- MST’s own causes.
- Events beyond control without negligence (e.g., force majeure).
- Natural disasters or unpredictable events, unless the contract was meant to mitigate such risks.
3.3 Indemnity
Contractors must indemnify MST against any damages or legal expenses caused by contractor’s breach or misconduct.
3.4 Insurance Requirements
- Contractors must maintain comprehensive general liability insurance.
- Must cover death, injury, and property damage.
- MST may request proof and contact insurance providers directly.
- In case of payment delay on premiums, MST may pay and deduct from the contractor’s dues.
- MST holds no responsibility for contractor’s personal insurances.
4. SUSPENSION & TERMINATION
4.1 Bankruptcy or Insolvency
MST may terminate the contract immediately in case of:
- Contractor bankruptcy, insolvency, or winding-up.
- Acquisition or merger without prior approval.
4.2 Force Majeure
Both parties may suspend services or amend contract terms if affected by irresistible, unforeseen, and uncontrollable events.
5. COMMUNICATION LANGUAGE
All communication, documents, and verbal discussions related to MST contracts shall be in English or Hindi only.
6. CONTRACT AMENDMENT
- Contract may be amended at any time by mutual written agreement.
- Valid amendments must be in writing and signed by both parties.
- Amendments apply prospectively unless otherwise agreed.
7. TERMINATION CLAUSES
- Either party can terminate the agreement by giving reasonable written notice based on contract duration.
- MST may immediately terminate for serious breaches.
- In such cases, MST may claim compensation for any resulting damage.
Upon termination:
- MST will pay all dues till the effective termination date.
- Contractor must finish any in-progress works and prevent loss/damage.
- Contractor shall support smooth project handover to another vendor if required.
8. INTERPRETATION & ARBITRATION
- All contract terms will be interpreted by their ordinary meaning, not by reference to any specific country’s laws unless ambiguity arises.
- Disputes shall be resolved by arbitration under the Arbitration Rules of India.
- Sole arbitrator to be appointed by the Secretary-General of the Permanent Court of Arbitration unless parties agree.
- Arbitration venue: Delhi or Haryana, India.
- Language: English.
- Arbitration award will be final and non-appealable.
9. PRIVILEGES & EMPLOYMENT STATUS
- Contractors and their staff cannot claim to be MST employees or enjoy any related privileges.
- MST retains its privileges and immunities.
10. ANNEXES & AUDITS
- All annexes to a contract are integral parts. In case of conflict, main contract terms prevail.
- MST reserves the right to audit or investigate contract execution. Contractors must fully cooperate.
11. PAYMENT TERMS
- Payments will be made by Cheque/NEFT as per agreed NET terms, upon submission of valid invoices.
- Payment is made only to the contractor and into the contractor’s verified bank account.
- Contractor must provide bank verification if requested.
12. LIQUIDATED DAMAGES
If the contractor:
- Causes damage to MST or client property due to misconduct, payment dispute, billing delay, etc.
- Then MST may charge up to three times the value of the damaged property.
- In such events, MST is not liable to pay any dues and reserves the right to take legal action.
13. Arbitration & Jurisdiction
Any disputes shall be resolved through arbitration in Delhi/Haryana, governed by the Arbitration Rules of India. The decision of the sole arbitrator shall be final and binding.
14. Commitment to Quality & Integrity
At Mind Soft Technology, we uphold the highest standards of ethical business conduct, technical quality, and customer service. All contractors, vendors, and suppliers are expected to reflect these values in their engagement with MST. We prioritize transparency, timely delivery, adherence to regulatory frameworks, and collaborative problem-solving. Mutual respect and accountability are the foundation of our partnerships.
For more information or contract discussions, please contact:
📧 info@mstgurgaon.com | 📞 +91-9999704813
