Master Terms of Service & Commercial Supply Agreement
This legal instrument constitutes a legally binding agreement between Divine Solutions and your corporate entity governing the procurement of IT enterprise hardware, datacenter engineering, commercial rooftop solar turnkey execution, and SLA-backed Annual Maintenance Contracts.
Recitals, Definitions & Binding Execution
This Master Agreement is entered into by and between Divine Solutions (hereinafter referred to as the "Company," "Vendor," "we," "us," or "our"), having its principal corporate place of business at B-111, Varun Park, S-No. 236, Pimple Saudagar, Pune 411027, Maharashtra, India, and the entity or enterprise accepting an issued quotation, purchase order, work order, or service agreement (hereinafter referred to as the "Client," "Customer," or "Purchaser").
By issuing a formal Purchase Order (PO), confirming commercial acceptance via written email or authorized WhatsApp Business exchange, executing a Statement of Work (SOW), or paying any milestone mobilization advance, the Client covenants and agrees to be irrevocably bound by the terms, conditions, warranties, and indemnities contained herein.
Scope of Commercial Supply & 100% Genuine OEM Guarantee
Divine Solutions provides enterprise technology integration and energy engineering across four specialized divisions: (a) Enterprise IT Infrastructure & Server Engineering; (b) Next-Generation Cybersecurity & Managed Network Fabrics; (c) Strategic IT Consulting & Cloud Disaster Recovery; and (d) Turnkey Commercial & Industrial Rooftop Solar Photovoltaic (PV) Systems.
The Company covenants that all hardware, server chassis, microprocessors, solid-state memory, active network switches, security appliances, and solar photovoltaic modules supplied are 100% genuine Original Equipment Manufacturer (OEM) products sourced exclusively through authorized national distribution channels. No refurbished, grey-market, counterfeit, or parallel-imported equipment shall be furnished unless explicitly contracted under a written Secondary Spares Provision.
Manufacturer warranties (including Dell ProSupport, HPE Pointnext, Fortinet Care, Sophos Enhanced Support, and Solar Module 25-Year Linear Performance Guarantees) pass through directly to the Client. The Company shall facilitate all OEM registration and warranty claims on behalf of the Client during active contract tenures.
Quotations, Commercial Proposals, Taxes & Payment Schedules
- Validity of Quotations: Formal technical-commercial estimates and feasibility proposals remain legally binding for a period of fifteen (15) calendar days from the date of transmittal, subject to global foreign exchange variations and raw material semiconductor / solar cell price index adjustments.
- Turnkey Milestone Billing: Unless expressly amended in a ratified Statement of Work, turnkey commercial solar projects and custom enterprise server rack clusters follow structured milestone billing: (a) 50% mobilization advance upon PO issuance; (b) 40% upon dispatch of OEM hardware/panels from warehouse; and (c) 10% upon complete on-site testing, commissioning, and handover.
- Statutory Taxes (GST): All quoted prices are exclusive of Goods and Services Tax (GST) and other statutory levies unless explicitly stated as "GST Inclusive." Applicable GST at prevailing rates (18% for IT hardware/services; statutory concessional or standard rates for solar PV) will be charged and clearly itemized on formal Tax Invoices.
- Delayed Payment Penalties: Invoices remaining unpaid past the stipulated net payment term (default Net 15 days from invoice date) shall accrue commercial interest at the rate of 1.5% per month (18% per annum) calculated on daily outstanding balances until liquidated in full.
Delivery, Title Transfer, In-Transit Risk & Site Readiness
FOB Destination & Transit Risk: Title and risk of loss for physical hardware pass to the Client upon verified delivery to the designated facility dock or deployment location. All shipments dispatched by the Company are covered by commercial in-transit transit marine/cargo insurance until physical handover.
Client Site Readiness Obligations: The Client is solely responsible for ensuring that the target deployment facility meets OEM ambient specifications prior to dispatch, including:
- Clean, uninterrupted electric power supply with dedicated copper-earthing resistance below 1.0 Ohm.
- Server room precision air conditioning (HVAC) maintaining 18°C to 24°C ambient operational temperatures with humidity control.
- For Commercial Rooftop Solar: Structural load-bearing certificates, unimpeded roof access, water source for panel cleaning, and authorized entry permits for engineering personnel.
Delays caused by site non-readiness, lack of electrical earthing, or client facility access refusal shall not constitute vendor default and shall extend deployment schedules on a day-for-day basis.
Commercial Solar Turnkey Engineering & DISCOM Net-Metering
Regulatory Liaisoning: Divine Solutions shall prepare, submit, and diligently follow up on all technical applications, load feasibility reports, and grid-connectivity documentation required by state electricity distribution companies (including MSEDCL, Tata Power, Adani Electricity, or respective state DISCOM boards) for bi-directional net-meter synchronization.
Statutory Timeline Exclusions: While the Company uses its best commercial and technical endeavors to expedite approvals, the Client acknowledges that statutory DISCOM inspection schedules, meter testing allocations, and governmental solar subsidy disbursements are controlled exclusively by state public utilities. The Company shall not be liable for liquidated damages or delayed generation revenues resulting solely from administrative DISCOM grid sanction backlogs.
Annual Maintenance Contracts (AMC) & SLA Response Commitments
Hardware and solar maintenance support executed under an Annual Maintenance Contract (AMC) is governed by the following Service Level Agreement (SLA) response tiers:
Total server node outage, core firewall halt, or central SAN storage failure.
Partial network switch degradation or secondary inverter string fault.
Workstation peripheral issues, scheduled panel washing, and firmware upgrades.
SLA Exclusions: SLA commitments do not apply to equipment failures arising from: (a) Unauthorized physical tampering or modifications by third parties without written vendor consent; (b) Catastrophic external power surges, lightning strikes where surge protection was disconnected, or liquid ingress; (c) End-of-Life (EOL) legacy equipment explicitly excluded in the AMC contract schedule.
Intellectual Property, Configuration Telemetry & Confidentiality
Mutual Non-Disclosure: Both parties agree to maintain strict confidentiality regarding all proprietary information received during the contract period, including network architectural schematics, server root credentials, IP topologies, corporate energy bill data, and financial contract terms. Confidential information shall not be disclosed to any third party without prior written authorization.
Custom Scripts & Configuration Ownership: All client enterprise database contents and proprietary business data remain the exclusive property of the Client. Configuration templates, solar engineering CAD drawings, and automation scripts authored by the Company remain the intellectual property of Divine Solutions, licensed to the Client on a non-exclusive, perpetual basis for internal operational use.
Limitation of Liability & Consequential Damages Waiver
Aggregate Financial Liability Cap:
To the maximum extent permitted by applicable Indian law, the total aggregate liability of Divine Solutions arising out of or related to this Agreement, whether in contract, tort (including negligence), strict liability, or otherwise, shall be strictly capped at the total amount actually received by the Company from the Client under the specific Purchase Order or Statement of Work giving rise to the claim during the preceding six (6) month period.
Waiver of Consequential Losses:
In no event shall Divine Solutions be liable for any indirect, punitive, special, incidental, or consequential damages whatsoever, including but not limited to loss of business profits, revenue interruption, reputational loss, statutory fines, or loss of corrupt digital data where the Client failed to maintain independent daily off-site disaster backups.
Force Majeure
Neither party shall be held liable for failure or delay in the performance of its contractual obligations (excluding the obligation to make monetary payments) if such delay is occasioned by an act of God, war, hostilities, riot, civil commotion, strike, national lockout, widespread grid failure, state utility regulatory lockdowns, earthquakes, severe floods, epidemics, or international supply-chain blockades beyond reasonable human control.
Dispute Resolution, Arbitration & Governing Law
Amicable Resolution & Escalation: In the event of any commercial disagreement, controversy, or claim arising out of or relating to this Agreement, designated senior executive representatives of both parties shall first convene in good faith within fifteen (15) business days to attempt an amicable negotiated settlement.
Binding Arbitration: If the dispute is not settled amicably within thirty (30) days, it shall be finally resolved by binding arbitration under the Arbitration and Conciliation Act, 1996 (as amended). The arbitration tribunal shall consist of a Sole Arbitrator mutually appointed by both parties. The seat and venue of arbitration shall be Pune, Maharashtra, India, and proceedings shall be conducted in the English language.
Exclusive Court Jurisdiction: Subject to the arbitration clause above, the competent courts located exclusively in Pune, Maharashtra, India shall have sole territorial and subject-matter jurisdiction over any interim relief or enforcement proceedings.
Divine Solutions Legal & Contracts Cell
Formal legal notices, contract renewal requests, and purchase orders must be transmitted to our registered corporate office:
B-111, Varun Park, S-No. 236, Pimple Saudagar, Pune 411027, Maharashtra, India