These standard terms and conditions (the “Conditions”) define the contractual relationship between Encardio Rite Electronics Pvt. Ltd., with its registered office at A-7, Industrial Estate, Talkatora Road, Lucknow, Uttar Pradesh, India, or any of its branches, affiliates, subsidiaries, or authorized partners rendering services or supplying equipment (the “Company”) and the Client in relation to the supply, installation, monitoring, maintenance, and data provisioning services associated with geotechnical and structural health monitoring instruments and solutions including but not limited to sensors, data loggers, wireless systems, automated data acquisition systems, software, UAV and laser scanning services, satellite-based monitoring (e.g., InSAR), geodetic survey solutions, and the associated turnkey services.
1. DEFINITIONS
(a) “Agreement” means these Conditions along with any contracts, statements of work (SOWs), purchase orders, proposals, service agreements, or any documentation executed between the Company and the Client that references or incorporates these Conditions.
(b) “Company” shall refer to Encardio-Rite Electronics Pvt. Ltd., with its registered office at A-7, Industrial Estate, Talkatora Road, Lucknow, Uttar Pradesh, India, or any of its branches, affiliates, subsidiaries, or authorized partners rendering services or supplying equipment.
(c) “Client(s)” shall mean any individual, company, partnership, association, governmental body, or other legal entity that, directly or indirectly, procures, uses, installs, requests quotations for, receives samples of, or otherwise engages with the products or services of the Company, whether for consideration or not. This definition includes, without limitation, any party that initiates or participates in any transaction, communication, or arrangement—written, oral, or implied—that is intended to result in, or does result in, the use or potential use of the Company’s offerings, regardless of whether a formal agreement has been executed.
(d) "Service(s)” refers to the end-to-end offerings, including but not limited to the installation, calibration, monitoring, inspection, troubleshooting, maintenance, data acquisition, data provisioning, and system integration involving geotechnical instruments and associated software, platforms, or technologies.
(e) “Product(s)” means the full range of geotechnical instruments, sensors, dataloggers, software, accessories, and associated hardware manufactured, or supplied by the Company.
(f) “Site(s)” means the location(s) where the Products are installed or the Services are performed.
(g) “Data” refers to the measurements, readings, time series, alerts, graphs, tables, and other output provided by the Products or Services, whether collected manually, remotely, or via automated systems, and whether stored locally or transmitted to cloud, mobile, or third-party platforms.
(h) “Annexure(s)” may refer to any supplementary documentation (e.g., scope of work, methodology note, device layout, or technical proposal) associated with the Agreement, which further explains the specifics of deliverables or operational context.
2. PRECEDENCE OF DOCUMENTS
In the event of any inconsistency or conflict between these Conditions and any other agreements, contracts, or purchase orders, these Conditions shall prevail unless expressly overridden in writing
and marked as a specific deviation or waiver. Annexure(s), statements of work, or supplementary documentation will serve to support, not supersede, these Conditions unless explicitly agreed.
3. SCOPE OF PRODUCTS AND SERVICES
The Company’s offerings include the manufacture, supply, installation, commissioning, calibration, maintenance, and monitoring of a comprehensive range of geotechnical and structural health monitoring instruments and related solutions. These include, but are not limited to:
(a) Vibrating wire sensors (piezometers, strain gauges, temperature sensors, etc.)
(b) Displacement and deformation sensors (crack/joint meters, extensometers, tilt meters, inclinometers)
(c) Load and pressure measurement devices (load cells, pressure cells, uplift pressure sensors)
(d) Wireless dataloggers and nodes (GSM/GPRS, RF)
(e) Automated monitoring systems and cloud-based data management
(f) Control systems for robotic total stations
(g) Satellite-based monitoring solutions, including InSAR and DInSAR
(h) UAV (drone) based aerial survey and 3D mapping
(i) Laser scanning and tunnel boring machine (TBM) integration
(j) Installation, maintenance, and data provisioning services
All Services are delivered as per the agreed scope detailed in the contract, work order, or Annexure, and shall be executed by qualified and trained personnel.
4. RESPONSIBILITIES OF THE COMPANY
The Company shall provide the Products and Services with due skill, care, and competence in line with prevailing industry standards. The Company’s responsibility is limited to the delivery and functioning of Products and Services as per the specifications and limitations outlined in the Agreement and associated documentation.
The Company does not undertake any responsibility for analysis, interpretation, or decision-making based on the data, unless explicitly agreed in writing.
5. RESPONSIBILITIES OF THE CLIENT
The Client shall:
- Provide the necessary infrastructure, support, or any other agreed considerations, whether under these Conditions or as otherwise agreed orally or in writing between the parties (including but not limited to power supply, data connectivity, and civil support for installations);
- If Company personnel travel to the Client’s Site using personal vehicles, or other non-Company transport, the Client shall ensure the safety and well-being of Company personnel.
- Use the Products and Services in compliance with user manuals, operational guidelines, and safety instructions provided by the Company;
- Avoid any unauthorized modification, repair, or interference with the installed system;
- Ensure legal and regulatory compliance for the use of the Products and Services;
- Maintain secure access credentials for any software or cloud interface.
- Acknowledge that final interpretation and decisions based on monitoring data are the Client’s responsibility unless the Company is explicitly engaged to provide advisory services.
6. DISCLAIMER OF LIABILITY
This disclaimer applies to the supply, installation, use, and Service of all geotechnical instruments and associated solutions provided by the Company, irrespective of the country or jurisdiction in which the products or services are delivered, deployed, or utilized. The Company shall not be held liable for any direct, indirect, incidental, consequential, or special damages including, but not limited to, loss of profits, loss or corruption of data, personal injury, property damage, environmental harm, or business interruption arising out of or in connection with the use or misuse of the equipment under any of the following conditions:
(a) Unauthorized Installation or Handling
The Company disclaims all liability for any failure, hazard, or damage resulting from the installation, setup, calibration, configuration, operation, or maintenance of the equipment by any party other than a duly trained and authorized representative of the Company. This includes, but is not limited to:
- Installation by unaffiliated or uncertified third parties;
- Use in contravention of the Company’s documentation, including manuals, guidelines, or technical advisories;
- Integration with non-approved software, accessories, cables, power sources, or components.
(b) Improper Use or Unauthorized Modification
Any modification, adaptation, or use of the equipment that deviates from the technical specifications, intended purpose, or operational limits defined by the Company shall void all warranties and eliminate any liability of the Company for resulting damages, performance issues, or safety hazards.
(c) Data Transmission, Storage, and Connectivity
The Company shall not be held liable for any failure, interruption, or deficiency in the collection, transmission, reception, storage, or accessibility of data generated by the equipment including but not limited to any loss, corruption, alteration, or delay of data resulting from power loss, environmental interference, hardware or software malfunctions, or network failures. Furthermore, the Company is not responsible for incomplete or failed data transmissions due to server outages, poor connectivity, errors from third-party platforms, or cyber incidents, or for any failure by the Client to maintain or configure the necessary infrastructure, such as SIM cards, modems, network coverage, power supply, or cloud service compatibility. No guarantee is provided regarding a continuous or uninterrupted flow of data from the device to local, cloud-based, or third-party systems, and all such data acquisition, transmission, and storage activities are undertaken at the Client’s own risk and responsibility. The Client is solely responsible for implementing secure, compliant, and resilient data transfer, management, and backup systems in accordance with applicable local, national, and international regulations.
(d) Site-Visit Safety
The Client agrees to indemnify and hold harmless the Company and its personnel against any claims, costs or liabilities arising from personal injury, property damage or third-party claims during site access.
(e) Accidents, Damages, and Environmental Incidents
The Company is not liable for personal injury, loss of life, property damage, environmental harm, or any other consequences arising from accidents or malfunctions linked to improper use, negligence, poor maintenance, or deviation from the Company’s safety and operational instructions.
(f) Regulatory and Legal Compliance
It is the exclusive responsibility of the Client to ensure that the procurement, installation, operation, and maintenance of the equipment are in full compliance with all applicable local, national, and international laws, industry regulations, safety codes, and environmental standards. The Company shall not be held accountable for any violations thereof.
(g) Acknowledgment and Acceptance
By accepting delivery, initiating installation, or using the supplied equipment, the Client acknowledges and agrees to the above limitations of liability. This disclaimer is enforceable globally and shall apply regardless of jurisdiction, unless explicitly prohibited by applicable law.
7. REPRESENTATIONS AND WARRANTIES
(a) By the Company:
- The Company represents that all Products and Services provided shall be performed with reasonable skill, care, and diligence consistent with international industry standards relevant to geotechnical and structural health monitoring.
- The Company warrants that its personnel engaged in the delivery and support of Products and Services are adequately trained and qualified for the tasks they perform.
- The Company expressly disclaims any warranties beyond those expressly stated herein, including any implied warranties of fitness for a particular purpose or merchantability.
- The Company makes no representations or guarantees as to the accuracy or completeness of data affected by factors beyond its control, including but not limited to environmental interference, third-party software, data infrastructure, or technological limitations inherent in monitoring systems.
(b) By the Client:
- The Client warrants that any data, access, permits, or infrastructure support required for installation or service will be accurate, complete, and made available in a timely manner.
- The Client agrees to use the Products and Services only in compliance with all applicable local, national, and international laws, including export controls, cybersecurity, and data protection laws.
- The Client affirms that any third-party data or material provided to the Company does not infringe any intellectual property rights.
- The Client acknowledges responsibility for the use and interpretation of data and agrees not to rely on the Company’s deliverables as the sole basis for any safety-critical or legal decisions unless such scope has been explicitly agreed in writing.
8. PAYMENT TERMS:
- All fees for Products and Services shall be payable in accordance with the commercial proposal, quotation, or work order accepted by the Client.
- Unless otherwise stated, the Client shall pay 50% of the total project value in advance, and the remaining 50% upon delivery or submission of agreed milestones (e.g., baseline report, commissioning, or periodic monitoring).
- Invoices shall be payable within thirty (30) days of the invoice date.
- Delays in payment beyond thirty (30) days will attract late payment interest at 5% per month or the maximum permitted by law, whichever is lower.
- The Company reserves the right to suspend or withhold Services with seven (7) days’ notice in the event of payment delay. Extended non-payment (beyond 30 additional days) may result in termination of the Agreement.
- Unless otherwise specified, all prices quoted are exclusive of taxes, duties, and levies, which shall be charged additionally as per applicable law.
9. CONFIDENTIALITY:
- Each party agrees to treat as confidential all technical, commercial, financial, or operational information (“Confidential Information”) disclosed during the execution of this Agreement.
- Confidentiality obligations shall not apply to information that is (i) publicly known through no breach, (ii) disclosed to the receiving party lawfully by a third party, (iii) independently developed without use of the disclosing party’s information, or (iv) required to be disclosed by law, provided that notice is given to the disclosing party.
- The obligation of confidentiality shall survive for five (5) years beyond the termination of this Agreement.
10. TERMINATION:
- Either Party may terminate the Agreement with thirty (30) days’ prior written notice without cause.
- Either Party may terminate the Agreement immediately upon written notice in the event of a material breach, provided the breach is not cured within thirty (30) days of notification.
- The Company may terminate or suspend Services with seven (7) days’ written notice in the case of payment default exceeding 30 additional days.
- Upon termination, the Client shall pay for all work completed or in progress, and no refund shall be issued for work already delivered or partially executed.
- Upon termination, all licenses granted under this Agreement shall be revoked unless otherwise agreed.
11. LIMITATION OF LIABILITY:
- Except as expressly stated herein, the Company shall not be liable for any indirect, incidental, consequential, special, or punitive damages of any kind, including but not limited to loss of profits, data, opportunity, or reputation, arising out of or in connection with the Agreement or the use of the Products or Services, whether in contract, tort, negligence, or otherwise.
- The total aggregate liability of the Company under this Agreement, whether for breach, negligence, or any other claim, shall not exceed 10% of the total value of the specific purchase order or work order under which the claim arises.
- This clause is to be read in conjunction with the "Disclaimer of Liability" outlined in Section 6.
12. INTELLECTUAL PROPERTY:
- All intellectual property, patents, trademarks, software, processes, designs, and documentation provided or developed by the Company in the course of performance shall remain the sole and exclusive property of the Company.
- The Client is granted a non-exclusive, non-transferable, and limited license to use the deliverables provided solely for its internal business operations and for the specific purpose for which they are supplied.
- The Client may not reproduce, reverse engineer, distribute, sublicense, modify, or create derivative works from the deliverables without the prior written consent of the Company.
13. GOVERNING LAW AND DISPUTE:
- This Agreement shall be governed by and construed in accordance with the laws of the country in which the Company that executed the Agreement is incorporated.
- In the event of any dispute, the parties agree to first attempt amicable resolution through direct negotiation within thirty (30) days of notice.
- If unresolved, the dispute shall be submitted to arbitration under the UNCITRAL Arbitration Rules. The seat of arbitration shall be in the country where the Client is based or another mutually agreed location. The arbitration shall be conducted in English by a sole arbitrator unless otherwise agreed.
- The arbitration award shall be final and binding on both parties and enforceable in any court of competent jurisdiction.
14. FORCE MAJEURE:
- Neither party shall be liable for any delay or failure to perform due to causes beyond their reasonable control, including but not limited to natural disasters, war, terrorism, civil unrest, pandemics, government orders, internet outages, cyber-attacks, or satellite data failure.
- Performance shall be resumed as soon as reasonably practicable following the cessation of the Force Majeure event.
15. MISCELLANEOUS:
- Severability: If any provision is held unenforceable or invalid, the remainder shall remain in full force and effect.
- Indemnity: The Client agrees to indemnify and hold harmless the Company from any third-party claims, losses, or damages arising from the Client’s misuse of the Products or Services or breach of this Agreement.
- Assignment: Neither party may assign its rights or obligations under this Agreement without the written consent of the other, except to an affiliate.
- Notices: All notices shall be in writing and delivered to the address mentioned in the Agreement or the most recent known contact address.
- No Waiver: Any waiver under this Agreement must be in writing and signed by both parties. No delay or failure in exercising any right shall be construed as a waiver.
- Compliance: Each party shall comply with applicable local, national, and international laws, including export control, data protection, anti-corruption, national security, and environmental laws.
By accessing and reading these Conditions of the Agreement via the link provided, the Client hereby acknowledges that they have fully read, understood, and agreed to be bound by all provisions set forth herein.
This Agreement and the obligations of each Party shall be binding upon and shall inure to the benefit of the Parties hereto and their respective successors, permitted assigns, and legal representatives.