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DEFINTIONS

Company shall refer to DEVIC EARTH PRIVATE LIMITED (DEPL), a private limited company incorporated under the Indian Companies Act 2013, having corporate identification number U93090KA2018PTC110968 and having its registered office at Sai Lakshmi Industries, 1st Floor Whitefield Hoskote Road Bangalore Karnataka 560067.

Customer shall refer to the purchaser of Clean Air as a Service subscription from the Company.

The Company and the Customer may hereinafter be referred to individually as “Party” and collectively as “Parties”

DEPL agrees to provide the Clean Air as A Service (CAAS) as set out in these terms and conditions below:

Scope of service

Company provides Clean Air as a Service (CAAS) at the designated Customer location and is the owner of the “Equipment”, the Pure Skies ambient air pollution control systems that includes air quality monitoring and pollution control systems together.

SUBSCRIPTION Terms

1. TERM

 Shall mean the tenure of the service (CAAS), opted by the customer.

2. SUBSCRIPTION FEES

1. The Customer shall pay the Subscription Fees to the Company as per the subscription plan opted by the Customer.
2. All Subscription Fees and charges will be invoiced in advance and in accordance with the relevant subscription plan.  All Subscription Fees and charges are due net fifteen (15) days from the date of the invoice. The Customer is responsible for maintaining complete and accurate billing and contact information with the Company.  
3. For those payments that are invoiced, any payment not received from Customer by the due date will accrue late charges at the rate of 12% per month of the outstanding balance, from the date such payment was due until the date paid.  
4. The Customer is responsible for paying all Taxes associated with its subscription hereunder. All Subscription Fees and charges set forth hereunder are exclusive of Taxes.   
5. In the event the Customer fails to pay the Subscription Fees and charges within thirty (30) days from the date of invoice, the Company has the right to terminate the subscription hereunder and cease the provision of the Services.
6. In the event the Equipment malfunctions after delivery and installation, the Company shall take necessary actions to either rectify or replace the equipment at no additional cost, provided the Equipment was not damaged or mishandled by the Customer. 
7. Any offer stated on the subscription is valid at website rates only and not on discounted rates offered outside of the website by any Devic Earth member or a representative. Kindly estimate your website subscription amount using the calculator.
8. Minimum subscription to be taken for indoors is 25,000 sq ft and minimum subscription for outdoor areas starts at 1 acre. Quotations shown on the website are for estimated purposes only and we request you to contact us on contact@devic-earth.com for the best price as per your requirements.

3. DELIVERY AND INSTALLATION

1. The Equipment required to provide the Service will be delivered by the Company to the Customer Location at no additional cost to the Customer after the Customer has made the Subscription Fee payment. The Equipment will be deemed to be accepted upon delivery.
2. The Equipment required to provide the Service will be installed at the Customer Location by the Company.
3. Time Of Delivery: Minimum time of delivery once ordered or booked will be 6 weeks. 2 weeks of baseline period of Air Quality will be taken in 6 weeks and the Technology installed.

4. RESPONSIBILITIES OF THE PARTIES

The Customer shall undertake to do the following during the term of this subscription:

1. Promptly cooperate with and provide the necessary space and infrastructure to the Company to install the Equipment at the Customer Location. 
2. Grant the Company the requisite access to the Customer Location as may be required and necessary for the Company for installation of the Equipment at the Customer Location.
3. Provide assistance, equipment (e.g., ladders), and any required civil work for installation as per the Service Level Agreement below.
4. Shall ensure the safety, security and protection of the Equipment installed at the Customer Location by way of theft, negligence of the Customer, or otherwise and shall disallow any unauthorized removal of the Equipment from the Customer Location.
5. In case of theft, loss or damage of the Equipment, the Customer is liable to immediately notify the Company and pay the damages incurred as a result, to the Company within fifteen (15) days of such incident.   
6. The Customer agrees to provide uninhibited access of the Equipment to the Company for regular maintenance and retrieval in case of termination of the Service
7. Shall ensure there is no physical damage to the Equipment or any of the devices comprising as part of the Equipment, apart from routine wear and tear.
8. Shall have the responsibility in preventing any third-party access to the Equipment installed at the Customer Location.

      The Company shall undertake to do the following during the Term of this Service:

1. Make best efforts to ensure continuous operation of the Equipment.
2. Send regular over the air software updates to the Equipment as required to ensure optimum performance.
3. Call or discuss with the Customer’s representative if unusual or unexpected air quality parameters are observed, so that these can be addressed as appropriate.
4. Send regular reports to the Customer which summarizes the air quality, Equipment performance, and other relevant findings at their location.
5. Maintain data security and confidentiality of the Customer’s data as collected by the air quality monitors.
6. Inform the Customer at least one (1) week in advance of any regularly scheduled maintenance.
7. Take prompt action to repair the Equipment upon the intimation by the Customer.
8. In the event such repair is due to damage arising from rioting or any other customer related activities at the deployed location, the repair shall be undertaken by the Company at an additional fee based on the extent of damages to the Equipment. 

5. INTELLECTUAL PROPERTY 

1. The Company is, and shall, at all times during the Term of the subscription service and thereafter remain exclusively the owner, title holder, have all the rights and interest, use in all its Intellectual Property Rights in the Equipment throughout the world (whether owned by the Company or licensed to the Company from a third party) (hereinafter referred to as the “Company IP”). 
2. The Customer shall not directly or indirectly, misappropriate, otherwise use, or possess, or reverse engineer, or de-compile, or disassemble or otherwise attempt to derive source code or other trade secrets of the Company IP. 
3. Any intended use by the Customer of the Company IP otherwise shall be only upon receipt of prior written consent of the Company and on terms and subject to such conditions as may be specified by the Company at its sole discretion. For the sake of avoidance, it is clarified that the furnishing of written consent shall be at the sole discretion of the Company and the Company shall not be obligated to provide the same to the Customer.
4. The Customer is prohibited from marketing and/or re-branding and/or attempting to reverse engineer the Equipment or any part thereof including its Confidential Information or Company IP and the Services provided by the Company as its own product and services or to resell the Services to any third parties.

6. CONFIDENTIAL INFORMATION AND DATA

1. Each Party understands that during the Term of this Service, it may have access to certain information not generally known to the public about the other Party. Each Party undertakes to keep confidential all the information provided to a Party, provided such information is marked as confidential or proprietary, including without limitation technical, operational, marketing, billing, financials trade secrets, intellectual properties (whether registered or not), pricing and commercial information in relation to the supply of services and all confidential information (written or oral) concerning the business or affairs of the other Party or, related to or developed in connection with arrangement under this Subscription Service(collectively “Confidential Information”) and such Confidential Information shall solely be used by the receiving Party for the limited purpose of this service arrangement.  
2. Notwithstanding the foregoing, Confidential Information shall not include information that: (a) becomes generally available to the public other than by breach of Section 9.1; or (b) is disclosed with the prior written consent of the other party (without requirement of further confidentiality); or
3. (c) is required to be disclosed under applicable laws. 

No refunds. The Buyer will be assumed to have accepted the Pure Skies System unconditionally except in cases of late payment due to bulk purchase or a claim that Pure Skies System are defective within the respective specified time as agreed.

d.  Devic Earth Pvt Ltd. shall assume the responsibility, where in the Pure Skies System delivered is not as described to the Buyer. In such a case Buyer shall be able to cancel the order placed and shall receive the amount paid to Devic Earth Pvt Ltd. within four weeks of the product reaches Devic Earth Pvt Ltd.’s location.

7.  REFUND OR CANCELLATION

In case Devic Earth Pvt Ltd. notices that the claim for the cancellation was a fraud, misrepresentation, or concealment, the sale stands void. The Buyer shall be liable to send back the product to Devic Earth Pvt Ltd.’s/’ location without any delay and will have to refund the company for the Pecuniary costs incurred to get the Pure Skies System to the Buyers location for the sale, as well for any damage incurred by  company for any non-pecuniary damage or loss of reputation

8. TERMINATION AND CONSEQUENCES

This Subscription service may be terminated by the Parties under the following circumstances:

By Mutual Consent: Either Party may terminate this subscription service upon serving 1 (one) month prior notice in writing to the other.

By Company: This Subscription service may be terminated by the Company upon occurrence of a default by the Customer in the following circumstances:

a. Failure on the part of the Customer to protect any devices comprising as part of the Equipment from any physical damage.             

b. Failure on the part of Customer in making payment within thirty (30) days of the date of invoice.                

c. Any other material breach of these terms and conditions by the Customer.

        Consequences: Upon termination of this Service, the Company shall be entitled to uninstall the Equipment and discontinue providing the Services without prejudice to any other accrued rights and liabilities. The Customer shall provide access to the Company to uninstall the Equipment within fifteen (15) days of termination of the Service, failing which the Customer shall be liable to pay Rs. 10,000 for every day of delay.

9. LIMITATION OF LIABILITY                 

To the maximum extent permitted under applicable law, the Company shall not be liable to the Customer, and the Customer covenants that it shall not assert a claim against the Company, (i) for any incidental, special, exemplary, consequential, or statutory damages, or any damages resulting from lost profits, interruption of business, or loss of goodwill, even if the Company had been advised of the possibility of such damages, (iii) for any personal injury caused to any person as a result of use of the Equipment by the Customer.

10. MISCELLANEOUS

a. Notices: All communication under the scope of this subscription service must be in writing and delivered by hand or sent by courier of repute or registered post acknowledge due or by electronic email, to the address of the receiving Party as set out in the Subscription Terms and Conditions document.

b. Survival: Termination or expiration of this Service shall not relieve either Party of its obligations that expressly or by implication survives termination and shall include the provision relating to non-compete and non-solicit, Indemnification, intellectual property, Confidentiality, and the provisions of the governing law.

c. Jurisdiction and Governing Law: The courts of Bangalore shall finally resolve any dispute arising out this Subscription Services. This Service document will be governed by the laws of India.

11. FORCE MAJEURE

Devic Earth Pvt Ltd. and the Customer shall not be considered in default hereunder or be liable for any failure to perform or delay in performing any provisions of this Service document in the customary manner to the extent that such failure or delay is caused by any reason beyond its control, including any act of God. The Party whose performance has been interrupted by such circumstances shall use every reasonable means to resume full performance as promptly as possible.

12. Maintenance/Service Level Agreements

1. I do not want to make the purchase. Can I book the Pure Skies subscription?

Yes, you can estimate your subscription here by filling in your requirements and particulars in Step 1 and Step 2. Once completed, your subscription plans and amount will be visible to you in Step 3 of our estimator tool . If you have any further queries, you can block a Pure Skies unit by paying just INR 10,000 refundable.

2. Is my booking amount of INR 10,000 refundable?

Yes, we refund the amount back to you in case you decide you wish to install Pure Skies on a later date. 

3. If I book Pure Skies, do I get a preferential allotment?

Yes, Book a Pure Skies offer is only available on first come first serve basis.

4. I have booked Pure Skies for INR 10,000. When will it get delivered?

Pure Skies will only get delivered to you once your entire payment has been received. We will adjust the amount of INR 10,000 received in your final payment and you will have to pay only the difference amount.