TERMS AND CONDITIONS

1. GENERAL

• 1.1.

  Applicability

• 1.1.1.

  These conditions are applicable to all proposals and/or deliveries made by Stellar and agreements and/or other legal relationships between Stellar and Customer, the resulting provisions and related activities regardless of whether or not they are based on a verbal, written and/or electronic agreement, unless otherwise agreed upon in writing.

• 1.1.2.

  Purchase conditions or any other conditions used by Customer will not be applicable.
  The applicability of purchase conditions or any other conditions from Customer or from third parties on behalf of Customer is therefore expressly rejected by Stellar, unless explicitly accepted in writing by Stellar.

• 1.1.3.

  Stellar reserves the right to make alterations and/or additions to the Terms and Conditions. The modified Terms and Conditions will become applicable, unless objections against modifications are made in writing within 30 (thirty) days of the notification date of the change.

• 1.1.4.

  Changes in and additions to the Terms and Conditions and/or agreements made between Stellar and Customer are only valid when agreed to by Stellar in writing.

• 1.1.5.

  If Customer consists of more than one legal entity or organization, each will be responsible for the entire fulfillment of the obligations that may flow forth from the agreement with Stellar.

• 1.1.6.

  The headings above the clauses of these conditions are only intended to increase the legibility of this document. The content and meaning of a clause placed under a particular heading is, therefore, not limited to the meaning and content of the heading.

• 1.2.

  Definitions:

• 1.2.1.

  In the Terms and Conditions, the following words and expressions are capitalized. Any of the following words and expressions shown in the singular shall have the same meaning when used in the plural and vice-versa.

• 1.2.2.

  Back-up:
  Spare copies of digital data and/or information.

• 1.2.3.

  Business Days:
  Normal working hours (8.30 Hrs. -17.30 Hrs.) IST [Indian Standard Time] and days (Monday through Friday) with the exception of public holidays.

• 1.2.4.

  Customer:
  Anyone who requests and orders for the Services provided by Stellar.

• 1.2.5.

  File:
  The data that is submitted by Customer to Stellar .

• 1.2.6.

  File Repair:
  The complete or partial restoration of ‘File’, to which damage has been caused by technical defects, human error or other causes.

• 1.2.7.

  Attempt:
  All diagnostic & analytical activities that Stellar undertakes in order to repair the ‘File’and prepare a Diagnostic Report. With this analysis Stellar can estimate if ‘File’ Repair is possible..

• 1.2.8.

  Diagnostic Report:
  The report drafted by Stellar with the results of the Diagnosis. The Diagnostic Report includes an appendix (TXT or other format) which is coupled on an email. The Diagnostic Report includes an estimate of the possible extent of the damage, the potential repair possibilities.

• 1.2.9.

  Attempt Fee:
  The Fee payable by the Customer to Stellar before uploading the ‘File’ for repair by Stellar whether or not, the ‘File’ is successfully repaired.

• 1.2.10.

  Success Fee
  The Fee payable by the Customer to Stellar for successful repair of the ‘File’ before the actual delivery.

• 1.2.11.

  Services:
  All Stellar Services and/or Third Party Services provided by Stellar, the resulting provisions and related activities including but not limited to Repair Services.

• 1.2.12.

  Stellar:
  All Stellar Services and/or Third Party Services provided by Stellar, the resulting provisions and related activities including but not limited to Repair Services.

• 1.3.

  Offers

• 1.3.1.

  All offers made are without engagement, unless the offer explicitly indicates otherwise in writing.

• 1.3.2.

  Offers are based on the data, information or requirements made known by Customer as set out in clause 1.5.

• 1.4.

  Agreements

• 1.4.1.

  Any agreement between Stellar and Customer, for which no further contract and/or term has been agreed, shall have a term equal to the duration of the project.

• 1.4.2.

  Each party has the right to terminate the agreement wholly or partially without judicial intervention by means of a signed registered letter. This can be done if, after notifying the breaching party in writing of a failure to fulfill its obligations, the breaching party then fails to meet the aforesaid obligations within a reasonable period of time.

• 1.4.3.

  When Stellar has control of data and/or documentation belonging to the Customer, Stellar is entitled to maintain control of such goods and data until Customer has satisfied all amounts due under the agreement, unless Customer provides sufficient guarantee for the amounts due in another manner. Stellar also has a lien on such items for as far as Customer still owes amounts to Stellar under previous agreements.

• 1.4.4.

  Stellar has the right to immediately terminate the agreement, wholly or partially, without judicial intervention, through means of a non-judicial declaration and/or withdraw and/or annul an offer if Customer is a person and becomes deceased, if Customer submits a legal request for debt restructuring, if bankruptcy or suspension of payment has been filed for Customer, if Customer is in a state of bankruptcy or suspension of payment has been granted or if Customer’s company is liquidated or ended for any reason other than reconstruction or company merger. In these cases, any claim by Stellar will be immediately due.

• 1.4.5.

  After the agreement has been ended, for any reason, Customer can no longer obtain any of the rights provided by the agreement, leaving unhindered the existence of the obligations of both parties which by their nature continue automatically after the conclusion of their agreement, such as but not limited to, obligations concerning property rights, confidentiality and non-competition.

• 1.5.

  Co-operation/Information Requirements for Customer

• 1.5.1.

  All assignments are carried out by Stellar on the basis of data, information, requests, and/or requirements made known to Stellar by Customer.

• 1.5.2.

  Customer shall provide all necessary cooperation to Stellar and shall make timely known all useful and necessary data and/or other information required for an adequate execution of the agreement. Customer shall ensure the accuracy of this data and/or other information.

• 1.5.3.

  If data, information and/or requirements necessary for execution of the agreement are not provided, not timely provided and/or not provided in accordance with the agreement, or if Customer fails to meet its obligations in any other way; then Stellar has in any case the right to terminate or dissolve the agreement or to suspend execution of the agreement and Stellar has the right to charge the costs incurred at its usual rates.

• 1.5.4.

  If changes and/or new facts arise with regard to data, information, requests, and/or requirements previously provided, Stellar will always be fully justified, in consultation with Customer, to adjust the agreement to these new circumstances or to dissolve or annul the agreement.

• 1.5.5.

  In the event Stellar performs activities in a location other than its own, Customer will be responsible for providing reasonably requested facilities free of charge, such as office space and telecommunication facilities.

• 1.6.

  Confidentiality/Non-competition

• 1.6.1.

  Stellar and Customer mutually commit themselves to the confidentiality of all data and information concerning each other’s organization, clients, privacy data, files and Services, of which they become aware while working for each other or for Customer's clients. Data and information may only be used in order to carry out the agreement between parties.

• 1.6.2.

  Stellar is authorized to place the name and logo of Customer or Customer's clients that have received Services from Stellar on the Stellar website and/or reference list and to make them available to third parties for information

• 1.7.

  Title holder of material provided

• 1.7.1.

  Customer warrants to be the holder of title, or have the proper authority, with regard to the ‘File’, etc. provided by Customer (the “Material Provided”). Customer is authorized to conclude an agreement with Stellar for the delivery of Services with regard to the Material Provided. Customer transfers all rights with regard to the Material Provided to Stellar for so far as necessary for the performance of the agreement.

• 1.7.2.

  Customer is liable and shall indemnify Stellar for all damages and claims from third parties resulting from a failure to perform clause 1.7.1

• 1.7.2.

  Customer is liable and shall indemnify Stellar for all damages and claims from third parties resulting from a failure to perform clause 1.7.1

2. SERVICES

• 2.1.

  Registration for File Repair

• 2.1.1.

  The agreement for the ‘Attempt’ is concluded after registration of a Job by Customer. 2.1.2. Customer after payment of ‘Attempt Fee’ will be required to upload or send the ‘File’ at the designated server, location or place.

• 2.1.3.

  Customer must be authorized to provide the ‘File’ and all associated documentation to Stellar. Any additional information deemed necessary may also be requisitioned by Stellar from the Customer.

• 2.2.

  Diagnostic Report

• 2.2.1.

  Stellar shall provide Customer with a Diagnostic Report through email that would enumerate the findings and possibility of success.

• 2.2.2.

  If the Diagnostic Report indicates possibility of successfully delivering the service, Customer may be provided with an opportunity to perform remote verification of the diagnostic results.

• 2.2.3.

  Immediately on Customer communicating the acceptance of the diagnostic results; ‘Success Fee’ will have to be paid by the Customer to Stellar.

• 2.3

  File Repair

• 2.3.1

  After receiving the payment for ‘Success Fee’, Stellar shall take all necessary actions in order to perform the repair in conformance with the Diagnostic Report.

• 2.3.2

  After the repair is completed, Stellar will communicate the final status to the Customer along with instructions to download the repaired ‘File’.

• 2.3.3

  Stellar maintains a Back-up of the repaired ‘File’ for 15 days only after sending the Diagnostic Report. In case of loss or damage to ‘File’ during transit, Customer can receive a Back-up for a minimum charge during this period. Upon expiration of this term, the Back-up is automatically destroyed.

3 INTELLECTUAL PROPERTY RIGHTS

• 3.1

  General

• 3.1.1

  Customer acknowledges that all present and future intellectual property rights, industrial property rights, other rights and the registration and/or application of the foregoing rights and/or similar rights for the whole term thereof and all renewals or extensions thereof with regard to the Services of Stellar, trade names, trademarks, etc., worldwide, now or at any time in the future, at all times shall be and vest with Stellar.

4 PRICES/PAYMENT

• 4.1

  Prices and payment

• 4.1.1

  All prices exclude shipping costs, VAT, applicable taxes and other levies imposed by the government.

• 4.1.2

  After a Customer has registered to avail the ‘Service’ he shall pay the prescribed ‘Attempt Fee’ immediately, unless parties agree upon otherwise. The Diagnostic Report, will only be made available to Customer upon payment of ‘Attempt Fee’, unless otherwise agreed upon. The repair of ‘File’ would be completed only after receipt of prescribed ‘Success Fee’. Customer has no right to set-off or suspend payment. Customer can not claim a refund of the fee paid to Stellar.

• 4.1.3

  Should Customer fail to fulfill any payment obligation, Customer is in breach without any further demand for payment or notification of breach being required. Stellar reserves the right to charge all incurred costs to Customer, including judicial and extra-judicial expenses, with regard to the collection of debts from Customer. Extra-judicial collection costs amount to 15% of the debt, with a minimum of US$ 200 (two hundred dollars). In any case Customer will be charged interest on a monthly basis, at the legal percentage rate increased with 5%, on all outstanding debts starting from the date of failure to pay.

• 4.1.4

  Until full payment has been made, Stellar has the right to suspend all services and obligations to Customer. Customer's obligation to meet Customer's commitments remains unchanged.

• 4.1.5

  Above mentioned paragraphs leave all the legal rights of Stellar unhindered, when Customer fails to meet it's commitments.

• 4.2

  Price Changes

• 4.2.1

  Stellar may change the prices at its discretion at any time prior to the payment of ‘Attempt Fee’ by the Customer.

5 DELIVERY

• 5.1

  Delivery and Risk of Transportation

• 5.1.1

  Stellar will deliver the repaired ‘File’ online. Where delivery is not possible online; the Customer shall provide the requisite media on which Stellar will upload the file and send the same to the Customer. Transportation to and from Stellar whether online or otherwise is always the risk and expense of Customer. Customer is required to obtain sufficient insurance for the risks during transportation).

• 5.2

  Delivery Dates

• 5.2.1

  All (delivery) dates which may be named by and may be applicable to Stellar are determined to the best of Stellar‟s knowledge on the basis of information made known to Stellar and will be taken into consideration as much as possible. The mere failure to meet a (delivery) date does not result in the default of Stellar. If it is not possible to keep to the (delivery) date, then Stellar and Customer will consult with each other as soon as possible.

6 LIABILITY

• 6.1

  Liability

• 6.1.1

  The maximum liability of Stellar for any damage whatsoever, is limited to the amount paid by the Customer to Stellar.

• 6.1.2

  Stellar will use all reasonable efforts to handle the data during the performance of ‘Services’ carefully but bears no liability for loss caused thereto.

• 6.1.3

  Stellar notes that the ‘File’ is already damaged when it is sent to Stellar. Stellar therefore has no obligations and/or liability for the quality of the data, as made available to Stellar.

• 6.1.4

  Stellar’s liability for any damage direct or indirect, including but not limited to consequential damage, loss of profit, loss of savings, or damage through corporate inactivity, is expressly rejected.

• 6.1.5

  With the exception of the cases named in this clause 7, Stellar has no liability for damage compensation regardless of what an action for compensation could be based upon.

• 6.1.6

  Stellar‟s liability due to culpable failure to fulfill the agreement exists solely when Customer immediately and appropriately notifies Stellar of the deficiency in writing, proposing therein a reasonable time period for correction of the deficiency and Stellar then culpably fails to meet the aforesaid obligations. The notification of deficiency must occur within 5 days after delivery and ought to be as detailed a description of the deficiency as possible so that Stellar is able to react adequately.

• 6.1.7

  The condition for any right to compensation is always that Customer notifies Stellar in writing within 14 days after discovery of the damage under penalty of cancellation.

7 Force Majeure

• 7.1.1

  Neither party is obligated to fulfill any obligation if they are prevented from doing so as a result of circumstances, which can be considered beyond their fault, and for which a party cannot be held accountable for by law, legal act, or generally accepted practices. The aforementioned circumstances include circumstances that are beyond Stellar's power as well as business risks of Stellar, these include but are not limited to failure to perform by a supplier of Stellar, the late or non-availability of required information and specifications and/or changes in such information, incorrect functional specification of Third Party Services and/or products delivered by a third party, bad weather conditions, fire, explosions, electricity failures, network failures, floods, illness, lack of staff, strike or other employment conflicts, pandemic, accidents, actions by the government, not being able to obtain required licenses and/or permits, lack of materials, theft, traffic disruptions and/or transportation problems.

• 7.1.2

  When force majeure is of a temporary nature, Stellar has the right to suspend its commitments until the force majeure has ceased to exist without being obliged to any form of damage compensation.

• 7.1.3

  Stellar reserves the right, in the case of force majeure, to collect payment for obligations already fulfilled before force majeure was known.

• 7.1.4

  In the event that the force majeure of either party surpasses a three month period, either party has the right to terminate the agreement without being obliged to any form of damage compensation regarding such termination.

8 MISCELLANEOUS/ GOVERNING LAW

• 8.1

  Additional conditions

• 8.1.1

  All calls may be recorded for training, quality control, and security purposes. Customer declares its acceptance and acknowledgement of such recording with the acceptance of these Terms and Conditions.

• 8.1.2

  Customer declares and warrants that it is authorized/competent to provide a single direct debit payment order or credit card payment instruction for payment.

• 8.2

  Applicable Law and Dispute Mechanism

• 8.2.1

  All agreements made between Stellar and Customer are governed by the laws of Delhi, India, unless otherwise agreed upon in writing. Parties explicitly agree that the United Nations Convention on Contracts for the International Sale of Goods (CISG) is not applicable.

• 8.2.2

  Any dispute between parties, which cannot be solved in consultation, will be placed before a qualified court in Delhi, India.

9 Arbitration

In the event of any dispute between the parties, the same shall be referred to a Sole Arbitrator to be appointed by Stellar in consonance with provisions of the Arbitration and Conciliation Act, 1996 as amended upto date. The seat of Arbitration will be Delhi, India and all the proceedings will be conducted in English Language.