General Terms and Conditions

Beki is a self-serve/managed serve platform for video, audio and display advertisement inventory, integrated into a unified programmatic marketplace for digital advertising across content, branding and performance marketing. For this purpose, Beki brings together exclusive inventory across a range of publishers and certified third-party sales partners to book, manage & report campaigns to achieve the best possible results for advertisers using Beki.

1. GENERAL CONSIDERATIONS AND SCOPE
   1. These terms and conditions (“T&Cs/Agreement") govern the contractual relationships between Infomo Global Limited, a company organized under the laws of Singapore throught its platform ‘Beki’ (“Beki" or "we") and its Advertising Client (as defined below). They apply to all business relations between Beki and its Advertisers concerning the use of services and products offered by Beki (“Beki Services & Products") and also described on the internet platform (the "Beki platform”).
   2. By sending the offer to conclude a Campaign (as defined below), the Advertising Client accepts the priority of these Terms and Conditions over its conditions which deviate from our terms.
2. DEFINITIONS
   1. "Advertisers" are contractual partners of Beki who provide Beki with their Advertising Content (as defined below) to enable Beki to deliver it via the internet.
   2. "Advertising Client" (also referred to as "you"/ "Client") are our contractual partners and may be Advertisers or Agencies.
   3. "Advertising Content" is content submitted from Advertising Clients to Beki for the purpose of publication/distribution, subject to a charge, in particular texts, graphics, images, sounds, and films/videos. This may be either classic Advertising Content or other content.
   4. "Advertising Spaces/Media Placements" are spaces on the internet provided to us by our Publishers.
   5. "Advertisements" are Advertising Spaces with Advertising Content provided by Beki.
   6. "Advertising Environment" is any website where Advertising Spaces are presented. These may be websites in their own right, but may also be apps or other spaces suited to marketing.
   7. "Agencies" are contractual partners of advertisers.
   8. "Applicable Laws" means all laws which are applicable to the parties and to which they are subject, which affect their obligations under this Agreement (but excluding, in the case of Supplier, any Client Industry Laws.
   9. "Campaigns" are orders given to Beki from the Advertising Client to deliver their Advertising Content on the Advertising Spaces.
   10. "CPC" stands for “Cost per Click” and refers to a pricing model in online marketing. Subsequently, a payment obligation arises for Advertising Clients when the internet user clicks on the advertisement.
   11. "CPO" stands for “Cost per Order” and refers to a pricing model in online marketing. Subsequently, a payment obligation arises for Advertising Clients when the internet user places an order with the Publishers based on an advertisement.
   12. "CPM" stands for “Cost per Mille” and refers to a pricing model in online marketing. Subsequently, a payment obligation arises for Advertising Clients as soon as the advertisement can be noticed by the internet user. The level of payment is determined according to each thousand possible times an advertisement could be noticed, usually by website visits.
   13. "CPL" stands for “Cost per Lead” and refers to a pricing model in online marketing. Subsequently, a payment obligation arises for the Advertising Client when they receive a customer enquiry or contact address based on the advertisement.
   14. "CPE" stands for “Cost per Engagement” and refers to a pricing model in online marketing. Subsequently, a determined duration for the display of the Advertising Content, in particular videos, is agreed with the internet user. Should this display of the Advertising Content exceed the duration agreed upon with the user, a payment obligation arises for the Advertising Client.
   15. "CPV" stands for “Cost per View” and refers to a pricing model in online marketing. Subsequently, a payment obligation arises for the Advertising Client when an Advertisement, in particular a video, is shown in full to the internet user or the internet user has fully loaded the sought-after target site.
   16. "CPI" stands for “Cost per Install” and refers to a pricing model in online marketing. Subsequently, a payment obligation arises for the Advertising Client when the internet user clicks on the Advertisement and installs an application.
   17. “Claim" means any claims, demands, or causes of action brought by a third party.
   18. "Client Industry Laws" means any laws which are specific to the sector or industry in which the Client operates or the products or services of the Client.
   19. "Client Materials" means all documents, information, items and materials in any form, including Advertising Content, any other advertising materials, whether owned by the Client or a third party, which are provided by the Client (or by any third party at the direction of the Client) in connection with this Agreement and which will be uploaded in the Advertisement Spaces.
   20. "Confidential Information" means all information and materials including these T&Cs, in any form or medium, being disclosed or observed that satisfy at least one of the following criteria:
       1. information related to the disclosing party’s, or its affiliates’, trade secrets, clients, business plans, plans, designs, strategies, forecasts or forecast assumptions, media plans and media rates, media costs and or media prices, any information as to fees charged to the Advertising Client, payment terms with Media Owners and Vendors, finances, costs, profit or margin information, employees, assets, revenues, other income operations, methods of doing business, records, intellectual property, technology, data or other information that reveal the research, technology, practices, procedures, processes, inventions (whether patentable or not), methodologies, know how, or other systems or controls by which disclosing party’s existing or future products, services, applications and methods of operations or doing business are developed, conducted or operated, and all information or materials derived therefrom or based thereon;
       2. information designated as confidential in writing by disclosing party, prior to or at the time such information is disclosed; and
       3. information disclosed orally, visually or in writing by the disclosing party, that it would be apparent to a reasonable person, familiar with the disclosing party’s business and the industry in which it operates, is information of a confidential or proprietary nature.
   21. "Confidential Information" does not include information previously known to the receiving party or materials to which the receiving party had access prior to the provision of such information or materials by the disclosing party; information or materials that are now or later become publicly known without violation of this Agreement; or information or materials provided to the receiving party by a third party not bound by a duty of confidentiality to the disclosing party.
   22. "Data Protection Legislation" means all legislation and regulatory requirements in force from time to time which apply to a party relating to the use of personal data (including, without limitation, the privacy of electronic communications). Data Controller, Data Processor, Personal Data, and processing have the meanings given to them in the Data Protection Legislation.
   23. "Intellectual Property Rights ("IPRs)" means patents, utility models, rights to inventions, copyright and neighbouring and related rights, moral rights, trademarks and service marks, business names and domain names, rights in get-up and trade dress, goodwill and the right to sue for passing off or unfair competition, rights in designs, rights in computer software, database rights, rights to use, and protect the confidentiality of, confidential information (including know-how and trade secrets) and all other intellectual property rights, in each case whether registered or unregistered and including all applications and rights to apply for and be granted, renewals or extensions of, and rights to claim priority from, such rights and all similar or equivalent rights or forms of protection which subsist or will subsist now or in the future in any part of the world.
   24. "Fees" means the fees payable by Client in consideration of the Beki Services & Products as agreed in writing by the parties from time to time.
   25. "Force Majeure" means reasons or causes beyond a party's reasonable control, including war (whether or not declared), sabotage, insurrection, rebellion, terrorism or threat of terrorism, malicious acts of third parties, riot or other act of civil disobedience, act of a public enemy, act or order of any government or any agency, strikes, industrial action, lock outs, internet downtime, widespread unavailability of power or transport, death of a leader (or other news event) that results in unusual disruption to media demand, the reduction/removal of any media supply by a significant media owner, fire, accident, explosion, epidemic, quarantine, restrictions, storm, flood, earthquake, or other act of God, which could not be reasonably expected to be avoided, or new laws or regulations forbidding or limiting the execution of this Agreement.
   26. "Publishers/Media Owners" provide us with their Advertising Spaces on the internet and are the person that actually publishes or airs the Media Placements.
   27. "Subcontractor" means any person contracted or proposed to be contracted by Supplier to provide any Services that would otherwise be performed by Supplier. For the avoidance of doubt “Subcontractor” excludes: (1) any individual engaged by the Supplier under a contract for services to perform activities that would otherwise be carried out by the Supplier’s employees; (2) Media Owners (3) Vendors; (4) suppliers to the supplier of ancillary goods or services.
   28. "Vendor(s)" means any person (other than a Media Owner or Subcontractor) that is engaged by the Supplier in the delivery, purchase or placement of the Media Placements including without limitation third party ad-servers and related technology providers as well as online or other media research providers or publishers and social media platforms.
3. INTERPRETATION
   1. These terms and conditions shall form the basis of an Agreement between the Client and the Supplier.
   2. The definitions set out in clause 2 apply in these T&Cs.
   3. In these T&Cs, unless the context otherwise requires:
      1. any reference to law includes any legislation, rules, regulations or decisions which now have, or which have at the relevant time had, the force of law in any jurisdiction;
         1. a reference to a statute or statutory provision is a reference to it as amended, extended or re-enacted from time to time and shall include all subordinate legislation made from time to time thereunder;
         2. any reference to a person includes any individual, company, corporation, partnership, limited partnership, limited liability partnership, firm, joint venture, association, organisation, trust, state or state agency (in each case whether or not having separate legal personality);
         3. the words and expressions other, including and in particular (or any similar or cognate word or expression) do not limit the generality of any preceding words;
         4. a reference to writing or written includes email save in relation to clause 17 (Notices);
         5. use of the singular includes the plural and vice versa, and use of any gender includes the other genders
4. SUBJECT MATTER OF THE AGREEMENT
   1. Beki shall deliver the Advertising Content of its Advertising Clients to Publishers in exchange for payment of the Fees. Advertising Content will be displayed as Advertisements that are placed and designed in such a way that they are noticeable to internet users. Beki products used for this purpose are described in detail on Beki Platform under the “Advertisers” menu item and are a service component of these Terms and Conditions.
   2. Furthermore, Beki offers its Advertising Clients a booking and control system with the Beki platform.
5. CONCLUSION OF CONTRACT
   1. When you use our self-booking portal we grant to you a limited license agreement for the use of our technology and a Campaign contract for the delivery of your Campaign.
6. GRANTING OF RIGHTS AND SELF-ADVERTISING
   1. The Advertising Client grants to Beki, with the right to delegate the same, all rights in respect of the submitted Advertising Content necessary to carry out the Campaign for the specified duration. This includes, in particular, the right to make the Advertising Content publicly available in online media, such as the internet.
   2. Beki is permitted to use the brand and company logos of Advertising Clients as well as Advertising Content for their own marketing purposes. For this purpose, the Advertiser shall grant Beki a non- transferable, royalty-free, non-exclusive licence which is unlimited in terms of time and place to use its brand and company logos and Advertising Content. In particular, the licence includes the right to make these publicly available in online media such as the internet and to reproduce and distribute these offline (e.g. with the help of media, printed materials, or other advertising material)
7. ADVERTISING CLIENT RESPONSIBILITY AND SANCTIONS
   1. Advertising Content
      1. The Advertising Client is solely and exclusively responsible for the technical integrity and legal/regulatory compliance of the Advertising Content provided to us.
      2. The Advertising Content must be compliant with the Beki design requirements: Beki is entitled to adapt the design of the Advertising Content accordingly.
      3. You shall guarantee that the Advertising Content does not violate Applicable Law, that you have the necessary rights to the Advertising Content to fulfil this Agreement, Campaign Contract and that third party rights, in particular copyright or intellectual property rights, do not conflict with their use.
      4. You shall guarantee in particular that the Advertising Content that you submitted does not glorify violence, war propaganda, contain erotic, pornographic, seditious, or degrading content or content which is objected to by ASCI (Advertising Standards Council of India), other industry regulatory bodies, Applicable Law or contain trademarks of unconstitutional organisations.
      5. As an Advertiser, you shall guarantee that no Advertising Content that you have submitted (e.g. links) refers to websites whose contents violate the above paragraphs.
      6. As an Agency, you are required to carefully select the Advertisers you represent, to obligate them in writing to comply with the provisions of these T&Cs, to work towards their compliance in the event of a violation and to immediately report the violation. We reserve the right to reject any Advertisers as per our sole discretion and/or if such Advertisers are from the prohibited list category of ours or Infomo’s. The prohibited categories are mentioned under Annexure I hereunder.
      7. Beki is entitled at any time, without giving reason, to halt or require the halting of a delivery of a Campaign if a Publisher or Beki is bound by official or court decision to remove the Advertising Client’s Advertisement and/or the coding of an Advertising Client’s Advertisements leads or has led to a failure in functionality on the part of the Publisher.
   2. Beki platform
      1. You are not authorised to transfer the account to a third party. You shall ensure that no unauthorised persons use your account. The password must be kept secret. Beki may send all communications and statements to the e-mail address listed in your client account.
      2. The Advertising Client shall refrain from anything that is likely to affect the reputation, brand or goodwill of Beki.
      3. The Advertising Client must keep master data about themselves that has been submitted to Beki - such as name and address - up to date.
      4. The Advertising Client is obligated to comply with all the requirements for the use of the Beki platform and Beki products and to refrain from anything that might jeopardise fault-free operation. Should a fault occur that is caused by the Advertising Client, the Client must rectify this and inform Infomo.
      5. In cases of violations of this clause 7, Beki has the right to terminate the Advertising Client without notice and/or to delete the respective Advertising Content immediately and adjust the delivery of the respective campaigns. The Supplier’s right to terminate an Agency without notice will be exercised only if the Agency itself committed the violation or if, in cases of violations on the part of Advertisers it represents, the Agency does not immediately put a stop to the violation, despite warning from Beki.
      6. The enforcement of further claims, in particular claims for damages, remains reserved.
8. RIGHT TO POSTPONE, AVAILABILITY
   1. Right to postpone
      The delivery of the Campaigns takes place according to revenue-optimising criteria. For this reason, Beki cannot guarantee that their delivery will take place in full, by the time specified by the Advertising Client, or within its budgetary limit. In the case of fixed insertion periods of campaigns, Beki therefore has the right to postpone should the service not have been rendered within the specified timeframe on the Publisher’s booked Advertising Space. The duration of this right to postpone complies with the agreed insertion period, i.e. during an insertion period of 10 days, Beki may also render its Service during the following 10 days of the insertion period. The right to postpone does not apply if the Advertising Client has no interest in the subsequent performance of the Service, for example in the case of the application of temporary special promotions, etc.
   2. Availability
      1. Beki offers the Beki Service, regardless of day of the week or time of day, with a server availability of at least 95%.
      2. In the event of planned downtime lasting more than three consecutive hours, Beki will inform the Advertising Client by e-mail.
9. PAYMENT, METHODS OF PAYMENTS AND DEFAULTS
   1. The Advertising Client is obliged to pay to Beki the Fee calculated in accordance with the agreed model at paras 2.10 - 2.16 above and the Fee is inclusive of any rebates or discounts.
   2. All Fee payments shall be due immediately after invoicing, which is delivered in electronic form. If pre-payment is agreed, the due date is the date of conclusion of the Campaign Contract/Order. Time shall be of the essence for the payment of Fees.
   3. The Client shall be deemed in default of the payment terms if it has failed to pay within seven calendar days after invoicing.
   4. Except in the event of pre-payment, Beki reserves the right to conduct a credit check on the party responsible for making payment of the Fees.
   5. In the event of default of payment, Beki shall charge delay payment interest @1.5% per month. In addition to charging delay payment interest, Beki reserves the right to suspend Beki Services and Products until all outstanding payments have been made. 9.6 This does not apply if the amount of outstanding payments is disproportionate to that of the interruption to the Beki Service.
   6. Objections to the invoiced amount must be reported to Beki in writing no later than 7 calendar days after the invoicing date. If no such objection is received, the invoiced amount shall be deemed approved.
10. RELATIONSHIP STATUS WHEN CONTRACTING
    1. We will act in all contracts with Vendors or Media Owners with regard to the provision of Beki Services & Products as principal.
    2. Media Owners and Vendors typically provide goods and services on the basis of their standard terms and conditions and you acknowledges and agrees that all Media Placements and Vendor goods and services are provided subject to such terms and conditions. Beki is not responsible for any acts or omissions of the Advertising Client that violate such terms and conditions nor is Beki responsible for Media Owner or Vendors acts or omissions.
    3. Time for performance by Beki shall not be of the essence of this Agreement and/or any Campaign Contract and without prejudice to any other right or remedy it may have, Beki shall be allowed an extension of time to perform its obligations equal to the delay caused by the Advertising Client.
11. CONFIDENTIALITY
    1. Each party undertakes to maintain the confidentiality of the other party’s Confidential Information at all times and to use no less adequate measures than it uses in respect of its own Confidential Information to keep the other party’s Confidential Information secure.
    2. Neither party will at any time, without the prior written approval of the other party, use, disclose, exploit, copy or modify any of the other party’s Confidential Information or authorise or permit any third party to do the same, except as authorised or required for the purposes of this Agreement or to the extent required by law or any competent authority or in confidence to that party’s professional advisers.
12. REPRESENTATIONS, WARRANTIES AND INDEMNITIES
    1. Each party represents and warrants that:
       1. it has full power and authority to enter into this Agreement and/or any Campaign Contract, and that by doing so it will not be in breach of any obligation to a third party;
       2. it will comply with all Applicable Laws in connection with its performance under this Agreement.
    2. Advertising Client represents and warrants that the Client Materials:
       1. will not, when used in accordance with this Agreement and any written instructions given by Advertising Client, be blasphemous, defamatory or indecent and will not infringe any third party IPRs or any other right of any third party; and
       2. will comply with all Applicable Laws (including Data Protection Legislation) and Client Industry Laws.
    3. Advertising Client shall, indemnify, defend and hold Supplier harmless from and against any and all losses, damages, liabilities, claims, demands, suits, charges, expenses and any other out-of-pocket costs (including all time charges and expenses and reasonable attorneys’ fees and expenses) which Supplier may incur or be liable for arising out of:
    4. Client Materials or other materials or information supplied by Client or its representatives to Supplier;
    5. any risks or restrictions brought to the attention of Client by Supplier where Advertising Client elects to proceed;and
    6. any act or omission of the Advertising Client which puts the Supplier in breach of any third-party contract or agreement
13. LIMITATION OF LIABILITY
    1. Nothing in this Agreement shall exclude or in any way limit either party’s liability for fraud, death or personal injury caused by its negligence or any other liability to the extent such liability may not be excluded or limited as a matter of law in the territory in which liability arises.
    2. Subject to clause 13.1:
       1. Supplier shall not be liable for any delay in or omission of publication or transmission or any error in any Advertising Content save where the same results in whole or in part from any negligence or default on Supplier’s part;
       2. in no event will either party be liable under or in connection with this Agreement, and whether caused by tort (including negligence), breach of contract or otherwise, whether or not such loss or damage is foreseeable, foreseen or known, for any indirect, incidental, economic or consequential loss or damage of any kind; and
       3. in respect of each year, the maximum aggregate liability of Supplier under or in connection with this Agreement and all orders collectively, whether in contract, tort (including negligence) or otherwise, shall in no circumstances exceed a sum equivalent to the Fee paid to Supplier in the preceding 12 month period. In this clause (c) a “year” means a 12 month period from the Start Date.
       4. The Advertiser Client shall be liable to indemnify, defend and and hold Beki and the Publisher harmless from all third- party Claims lodged against them that result from an infringement of third party rights, statutory provisions or obligations under this Agreement.
    3. The Advertising Client is obligated to provide Beki and the Publishers with information in the event of a Claim by a third party in the examination of Claims.
14. DATA PROTECTION & TRACKING
    1. Each party warrants to the other that it is and will continue to be in compliance with, and be appropriately notified under, the terms of any applicable Data Protection Legislation.
    2. The Advertising Client is forbidden from collecting, processing or using the data and information made known to it via the Beki platform and Beki Products. This does not apply if the data or information is made known to the Advertising Client through the use of its microsite or by calls to the advertised target site. In this respect, the Advertising Client is responsible for lawful data processing.
    3. Where, under this Agreement, a party processes any Personal Data as a Data Controller, that party will ensure that all such processing is in accordance with Data Protection Legislation.
    4. Where, under this Agreement, a party processes Personal Data as a Data Processor (it being understood that Supplier shall be under no obligation to do so, and will not be provided with Personal Data by Advertising Client unless expressly approved in writing by Supplier), then the parties will enter into a data processing agreement to ensure that all such processing is carried out in accordance with the applicable Data Protection Legislation.
    5. Advertising Client warrants that it has all necessary rights and permissions and, where required, a lawful basis to use its customer list or other CRM data for the purpose of delivering targeted advertising, where applicable using third party technologies and services, in compliance with applicable Data Protection Legislation.
    6. Advertising Client’s customer list or other CRM data does not include data relating to anyone who has opted out of having that data disclosed and used for targeted advertising.
    7. Tracking
       1. Beki is free to decide whether it shall use a tracking agent provided by the Advertising Client.
       2. If an Advertising Client’s tracking agent leads to technical problems (e.g. delayed or faulty loading of the advertising environment, advertising spaces or Advertising Content, in whole or in part) or impairments occur on the side of the internet user, Beki is entitled to remove it immediately.
    8. The Advertising Client is responsible for the use of the tracking agent. Further claims, in particular claims for damages, remain reserved.
15. TERM & TERMINATION
    1. The licence agreement/this Agreement is concluded for an indefinite period and may be terminated at any time by either party with an advance written notice period of two months.
    2. Regardless of termination of these T&Cs all Campaign Contracts shall run up to their timely or budgetary limit unless expressly terminated early. You may terminate or adjust the delivery of a Campaign at any time, provided, you pay, any cost related to cancellation or early termination or adjustment of delivery.
    3. If you are in credit upon completion of any Campaign, the amount will be paid to you should you so request. The amount will otherwise be retained without bearing any interest and used for future campaigns that you commission.
    4. Either party may terminate this Agreement immediately upon written notice to the other if the other party:
       1. commits a material breach of this Agreement and fails to remedy such breach within thirty (30) days after the service by the party not in default of a written notice requesting its remedy; or
       2. makes any voluntary arrangement or composition with such other party's creditors, or has a receiver or administrator appointed over all or any part of such other party's assets, or brings or commences, or is the subject of, (except as part of a bona fide scheme of reconstruction or amalgamation) winding-up, bankruptcy or any other insolvency proceedings.
    5. Upon termination of this Agreement/license agreement/Campaign Contract:
       1. Advertising Client shall pay all outstanding invoices and sums due to Supplier in relation to any Beki Services & Product; and
       2. Advertising Client shall continue to be liable to pay Beki Vendor/Publisher cost, Fees, expenses, taxes, costs and other charges incurred in accordance with this Agreement even if such amounts are not invoiced by Supplier until after termination.
    6. The termination of this Agreement shall not affect any rights, remedies, obligations or liabilities of the parties that have accrued up to the date of termination or expiry.
16. FORCE MAJEURE
    1. In the event that either party is prevented, hindered or delayed in or from performing any of its obligations under this Agreement due to Force Majeure, such party shall not be in breach of this Agreement or otherwise liable for any such failure or delay in the performance of such obligations, other than the payment obligations of the Client. The time for performance of any obligations affected by Force Majeure shall be extended accordingly. The party affected by the event of Force Majeure shall use reasonable endeavours to mitigate the effect of the Force Majeure event on the performance of its obligations.
    2. In the event such Force Majeure affecting either party continues for more than thirty (30) days, the party not subject to the Force Majeure may terminate this Agreement without penalty.
17. NOTICES
    1. A notice given to a party under or in connection with this Agreement will be in writing and shall be duly given if: (a) delivered personally; or (b) sent by pre-paid recorded-delivery or registered post, in which case it shall be deemed to have been received 48 hours after posting; or (c) sent by fax, in which case it shall be deemed to have been received when transmitted.
    2. This clause does not apply to the service of any proceedings or other documents in any legal action or other method of dispute resolution.
18. ASSIGNMENT AND SUB-CONTRACTING
    1. Supplier will be entitled to subcontract its performance of the Services to any Subcontractor. In the event that the Supplier subcontracts its performance of the Services to any Subcontractor in accordance with this clause 18.1 any such Subcontracting will not relieve Supplier from its obligations to Advertising Client under this Agreement.
    2. Neither party may assign or otherwise dispose of any of such party’s rights or obligations
19. ANTI-BRIBERY
    1. Both parties shall comply with all Applicable Laws relating to anti-bribery and anti-corruption
20. GENERAL
    1. Beki strives to continuously develop and improve the Beki Services and Products it offers and to adapt these to technical progress in order to be able to offer Advertising Clients innovative forms of advertising. To meet the resulting new organisational and procedural requirements, to reflect any transformations of the rights and obligations of the parties accordingly and to adapt to the current development of law and legal situation, Beki may amend provisions of these T&Cs in a framework reasonable for the advertising client, provided that this amendment does not lead to a transformation of the contract structure as a whole.
    2. The amended provisions shall be sent to the advertising client via e- mail at least two weeks before they become effective. Should the advertising client not object to the validity of the new T&Cs within two weeks, the T&Cs shall be deemed accepted. Beki will separately notify the advertising client of the importance of this two week period, of the right of appeal and of the legal consequences of their silence in the e-mail informing the client of the amendment. Should the Advertising Client object to the amended conditions within the aforementioned period, the advertising client and Beki are entitled to terminate the contract without notice.
    3. This Agreement shall not be deemed to constitute a partnership or joint venture agreement or a relationship of agency between the parties.
    4. The provisions of this Agreement which by their nature are intended to survive the termination of this Agreement shall survive the termination of this Agreement, including clauses 11 (Confidentiality), 13 (Limitation of Liability), and 17 (Notice).
    5. No waiver by either party of any breach or default of any of the provisions contained in this Agreement shall be valid unless made in writing and signed by both parties. No waiver shall be construed as a waiver of any succeeding breach of the same or of any other provision of this Agreement.
    6. This Agreement sets forth the entire understanding of the parties with respect to its subject matter and supersedes all prior proposals, oral or written, all previous negotiations and all other communications and understandings with respect to its subject matter. Each party agrees that it shall have no remedies in respect of any statement, representation, assurance or warranty (whether made innocently or negligently) that is not set out in this Agreement. Each party agrees that it shall have no claim for innocent or negligent misrepresentation or negligent misstatement based on any statement in this Agreement.
    7. If any provision or part-provision of this Agreement is or becomes invalid, illegal or unenforceable, it shall be deemed modified to the minimum extent necessary to make it valid, legal and enforceable. If such modification is not possible, the relevant provision or part-provision shall be deemed deleted. Any modification to or deletion under this clause shall not affect the validity and enforceability of the rest of this Agreement.
    8. Unless otherwise expressly provided in this Agreement, all taxes, duties (including stamp duty), levies, charges applicable to this Agreement and/or any subsequent document pursuant to this Agreement and incidental to the services provided hereunder shall be borne by the Client at all times. This obligation shall survive the termination and / or expiry of this Agreement and the Client shall indemnify Supplier for any breach of this obligation. The parties acknowledge that may be due to the nature of this Agreement, the total value of the Agreement cannot be determined at the time of execution of the Agreement. Accordingly, a nominal stamp duty is being paid by the Client on this Agreement at the time of execution of the Agreement. The Client agrees that any additional amounts payable by way of stamp duty on the Agreement in order to enable claims under the Agreement to be made in full shall be borne by the Client as and when required.
21. GOVERNING LAW AND JURISDICTION
    1. This Agreement will be governed by and construed in accordance with the laws of India and the parties hereby submit to the exclusive jurisdiction of the Mumbai courts.