Vendor Terms

1. Introduction These Vendor Terms and Conditions (“Terms”) govern the relationship between Amak Solution (“Company”, “we”, “our” or “us”) and any vendor, supplier, contractor, consultant, service provider or business partner (“Vendor”, “you” or “your”) supplying goods or services to Amak Solution. By accepting a purchase order, signing a vendor agreement, providing services or otherwise agreeing in writing to work with Amak Solution, the Vendor agrees to comply with these Terms and any applicable written agreement, purchase order or statement of work. Where a separately signed agreement contains terms that conflict with these Terms, the signed agreement will prevail for the conflicting subject matter. 2. Scope of Services The Vendor shall supply only the goods or services expressly agreed upon in a written agreement, purchase order or statement of work. The agreed documentation should specify, where applicable: Description and scope of services or goods Deliverables and technical requirements Project milestones and delivery dates Fees, payment terms and applicable taxes Support and maintenance obligations Acceptance criteria Any applicable service-level commitments Any change to the agreed scope, price or delivery schedule must be approved in writing by authorised representatives of both parties. 3. Vendor Responsibilities The Vendor shall: Perform its obligations professionally, diligently and in accordance with the agreed specifications. Maintain the qualifications, registrations, licences and permissions required for its services. Comply with applicable Indian laws and other laws applicable to the engagement. Provide accurate business, banking, tax and invoicing information. Notify Amak Solution promptly of any material delay, technical issue, security concern or circumstance affecting delivery. Ensure that its personnel and approved subcontractors comply with the applicable contractual and confidentiality requirements. Avoid any act that unlawfully interferes with Amak Solution's business, systems, customers or reputation. 4. Fees, Invoicing and Payments Fees shall be as specified in the applicable purchase order, quotation, agreement or statement of work. Unless otherwise agreed in writing: The Vendor shall submit a valid invoice describing the relevant goods or services. The invoice shall include applicable tax information and supporting documents reasonably required for payment. Amak Solution shall pay undisputed invoices within 15 Days after receipt of a valid invoice and satisfaction of any agreed acceptance requirements. If an invoice is disputed, Amak Solution will notify the Vendor of the disputed amount and the reason for the dispute. The parties will work in good faith to resolve it. Any withholding or deduction required by applicable law may be made by Amak Solution. Neither party may change agreed fees without written approval from the other party. 5. Taxes and Statutory Compliance Each party is responsible for its own tax obligations in accordance with applicable law. The Vendor shall provide accurate tax registration details and issue invoices in the form legally required for its tax status. Where applicable, the Vendor shall provide its GSTIN, PAN and other relevant tax documentation. Amak Solution's current stated status is that it is not GST-registered. This does not remove any statutory registration, withholding, reporting or other tax obligations that may apply to either party. The parties shall cooperate in providing documentation reasonably required for lawful accounting, tax reporting and compliance. 6. Delivery and Acceptance The Vendor shall deliver goods, services and other deliverables by the dates and milestones agreed in writing. Amak Solution may review deliverables against the agreed specifications and acceptance criteria. If a deliverable materially fails to meet the agreed requirements, Amak Solution may notify the Vendor and request correction, replacement or re-performance within a reasonable period agreed by the parties. Acceptance of a deliverable does not waive rights relating to defects, security issues, fraud or other obligations that survive acceptance under the applicable agreement or law. 7. Confidentiality The Vendor may receive confidential information relating to Amak Solution, including: Business plans and commercial information Software architecture, source code and technical documentation Pricing, contracts and supplier information Customer information and contact lists Credentials, API keys, tokens and access details Security procedures and internal processes Unpublished product features and development plans The Vendor shall: Use confidential information only to perform the agreed engagement. Disclose it only to personnel who need access and are bound by appropriate confidentiality obligations. Protect it against unauthorised access, use, copying, disclosure or loss. Not sell, publish, reuse or disclose confidential information without written authorisation, unless legally required. Notify Amak Solution promptly of any suspected unauthorised disclosure or compromise. These obligations do not apply to information that the Vendor can demonstrate is lawfully public, was already lawfully known without a confidentiality restriction, was independently developed without use of confidential information, or was lawfully obtained from another source without a confidentiality obligation. Where legally permitted, the Vendor shall notify Amak Solution before disclosing confidential information under a legal requirement. Confidentiality obligations shall continue for 1 Year after the engagement ends. Trade secrets and information protected by applicable law shall remain protected for as long as required by law. 8. Data Protection and Privacy Where the Vendor processes personal data on behalf of Amak Solution or accesses personal data belonging to Amak Solution's customers, the Vendor shall: Process personal data only for the agreed purposes and documented instructions. Use appropriate technical and organisational safeguards. Restrict access to authorised personnel who require it for the engagement. Not sell, misuse or independently exploit personal data. Not disclose personal data to third parties except as authorised or legally required. Assist with applicable data access, correction, deletion and privacy requests where reasonably required. Notify Amak Solution promptly of any suspected personal-data breach or unauthorised access. Return or delete personal data when the engagement ends, subject to applicable legal retention requirements and documented instructions. Comply with applicable data-protection laws, including relevant provisions of India's Digital Personal Data Protection Act, 2023, and the Digital Personal Data Protection Rules, 2025, as applicable and in force. Where required by law or the nature of the engagement, the parties shall execute a separate data-processing agreement specifying the processing purposes, duration, categories of data, security requirements, subcontracting conditions and breach-response obligations. The Vendor shall not assume that general confidentiality obligations replace specific data-protection requirements. 9. Information Security Where the Vendor has access to Amak Solution's systems, applications, infrastructure or data, the Vendor shall: Use individual accounts and authorised access credentials wherever supported. Protect passwords, API keys, access tokens and other secrets. Avoid sharing credentials through unsecured channels. Use access only for authorised business purposes. Maintain reasonable device, software and access security. Notify Amak Solution promptly of suspected account compromise, malware, unauthorised access or security incidents. Cooperate reasonably with investigations and corrective measures. The Vendor shall not introduce malicious code, hidden access mechanisms or unauthorised monitoring into Amak Solution's systems or deliverables. Any security requirements specific to a project shall be set out in the applicable agreement. 10. Intellectual Property Each party retains ownership of its pre-existing intellectual property, including software, tools, libraries, documentation, processes, trademarks and know-how. Ownership of project-specific deliverables, source code, designs, documentation and other work product shall be specified in the relevant agreement or statement of work. Where the parties agree that a deliverable will be owned by Amak Solution, the Vendor shall execute the documents and take the steps reasonably necessary to give effect to that ownership, subject to applicable law and third-party rights. The Vendor shall identify any pre-existing or third-party materials incorporated into a deliverable and ensure that the necessary licences or permissions are obtained. The Vendor shall not use Amak Solution's name, logo, branding, customer information or project details in marketing materials, portfolios, case studies or public announcements without prior written approval. 11. Software, Open-Source Components and Third-Party Materials Where the Vendor supplies software, code or technical deliverables, the Vendor shall disclose material third-party dependencies and applicable licence terms when reasonably requested or required by the project agreement. The Vendor shall not knowingly introduce components that materially restrict Amak Solution's intended use, distribution or commercialisation of the deliverables without prior written disclosure and approval. The Vendor shall comply with applicable open-source licences and third-party intellectual-property requirements. 12. Subcontracting The Vendor shall not subcontract material obligations or provide third parties with access to confidential information, personal data or Amak Solution's systems without prior written approval where required by the applicable agreement. The Vendor remains responsible for the acts and omissions of its approved subcontractors to the extent provided in the agreement and applicable law. Approved subcontractors must be subject to confidentiality, security and data-protection obligations appropriate to their responsibilities. 13. Conflicts of Interest and Ethical Conduct The Vendor shall disclose any material conflict of interest that may affect the engagement. The Vendor shall not offer or accept unlawful bribes, kickbacks or improper benefits in connection with work for Amak Solution. The Vendor shall maintain accurate records of charges and services supplied and shall not knowingly submit false invoices, reports or supporting documents. Any gifts, referral commissions or other commercial arrangements must comply with applicable law and any written policies agreed between the parties. 14. Warranties and Service Quality The Vendor represents that it has the authority and capability to enter into the engagement and supply the agreed goods or services. The Vendor shall perform services with reasonable professional care and skill and in accordance with the agreed specifications. Any additional warranties, support commitments, response times or service-level requirements shall be stated in the relevant agreement or statement of work. Nothing in these Terms limits any warranty or right that cannot legally be excluded. 15. Indemnity and Liability Each party shall be responsible for losses and liabilities to the extent arising from its own breach of contract, negligence, wilful misconduct or violation of applicable law, subject to the terms of the applicable agreement and applicable law. Any indemnity, liability cap, exclusion of damages or allocation of third-party claims shall be specified in the relevant written agreement. Neither party may rely on a contractual exclusion to avoid liability that cannot legally be excluded or limited. 16. Term and Termination The engagement shall begin on the date specified in the applicable agreement, purchase order or statement of work and shall continue until completion or termination. Either party may terminate the engagement in accordance with the notice provisions agreed in writing. Where no specific termination process has been agreed, the parties shall discuss a reasonable transition or termination arrangement, subject to their contractual obligations and applicable law. A party may terminate for a material breach if the breach is not remedied within 15 Days after written notice, where a remedy is possible and subject to applicable law. Immediate suspension or termination may be permitted where necessary to address serious security risks, unlawful conduct or other circumstances specified in the applicable agreement or required by law. Upon termination, the Vendor shall, as applicable: Stop performing terminated work. Return Company property and confidential information. Return or delete personal data in accordance with applicable instructions and law. Transfer completed and paid-for deliverables as agreed. Submit final invoices for authorised work performed. Cooperate reasonably with an agreed transition. Payment for completed work, termination charges and any refunds shall be handled in accordance with the applicable agreement. 17. Force Majeure Neither party shall be liable for a delay or failure to perform to the extent caused by circumstances beyond its reasonable control, subject to applicable law and the applicable agreement. The affected party shall notify the other party as soon as reasonably practicable and take reasonable steps to reduce the impact. If the event continues beyond 15 Days, the parties may agree on revised timelines, alternative arrangements or termination in accordance with the applicable agreement. 18. Compliance with Laws The Vendor shall comply with laws applicable to its performance, including applicable employment, tax, intellectual-property, privacy, data-protection, cybersecurity and anti-corruption requirements. Where a licence, approval or registration is legally required for the Vendor's services, the Vendor shall maintain it during the engagement. The Vendor shall promptly inform Amak Solution of any material legal restriction that prevents or materially affects performance. 19. Independent Contractor Relationship Unless expressly agreed otherwise in writing, the Vendor acts as an independent contractor. Nothing in these Terms creates a partnership, joint venture, employment relationship, agency or authority to bind the other party. The Vendor is responsible for its personnel, operational expenses and statutory obligations relating to its business, subject to applicable law and the relevant agreement. 20. Dispute Resolution The parties shall first attempt to resolve disputes through good-faith discussions between authorised representatives. If the dispute remains unresolved, it may be referred to the competent courts or another dispute-resolution mechanism agreed in writing, subject to applicable law. Governing Law: India Jurisdiction: Vadodara 21. Notices Formal notices under these Terms shall be sent to the contact details specified in the relevant agreement, purchase order or vendor registration documents. Notices to Amak Solution may be sent to: Email: info@amaksolution.com Business Address: SF 54,55 Earth Alpha, Vasna Bhayli Road, Vadodara, Gujarat. 391410 A notice shall be treated as received in accordance with the applicable agreement or, where no rule has been agreed, applicable law. 22. Amendments Any amendment to a signed vendor agreement, purchase order or statement of work must be approved in writing by authorised representatives of both parties. Amak Solution may update these general Vendor Terms and Conditions for future engagements by publishing a revised version. An update shall not automatically change an existing signed agreement where the amendment has not been accepted or otherwise become effective under that agreement or applicable law. 23. Assignment Neither party may assign its rights or obligations under a specific vendor agreement without the other party's consent, except as permitted by the agreement or applicable law. Any permitted assignment shall not remove obligations that accrued before the assignment. 24. Entire Agreement and Severability The applicable signed agreement, purchase order, statement of work and these Terms together form the agreement governing the engagement. If a provision is found unenforceable, the remaining provisions shall continue to apply to the extent permitted by law. A failure to enforce a provision does not automatically waive the right to enforce it later. 25. Acceptance The Vendor's acceptance of a purchase order, signature of a vendor agreement or written agreement to these Terms constitutes acceptance to the extent applicable to the relevant engagement. Where a separate signed agreement contains conflicting terms, the priority clause in Section 1 applies. 26. Contact Information Company: Amak Solution Website: https://whatsapp.amaksolution.in/ Email: info@amaksolution.com Registered Business Address: SF 54,55 Earth Alpha, Vasna Bhayli Road, Vadodara, Gujarat. 391410