ZEAL CRE SERVICES – Terms and Conditions
These Terms and Conditions (“Terms”) govern the use of services provided by Zeal CRE Services Private Limited (“ZEAL CRE”), a company incorporated under the laws of India, with its registered office at No. 3 Masuthi Street, Pattu Mangadu, Chennai 600 122, Tamil Nadu, India. By entering into an agreement with ZEAL CRE, the client (“CLIENT”) agrees to comply with and be bound by these Terms.
Definitions
CLIENT: The entity identified in the Service agreement or Service Appendix.
Services: The data services provided by ZEAL CRE, including Lease Abstraction, Lease Administration, NNN Reconciliation, Lease Audit, Lease Data Validation, Implementation Services, Software Consulting, and Translation Services. The Services that are covered under the Service Agreement will be referred as Services.
Service Agreement: The Agreement between ZEAL CRE and the CLIENT, including all Service Agreement, Statement of Work, Service Appendix are together referred as Agreement.
Confidential Information: Any proprietary or sensitive information shared between the parties during the performance of services.
Effective Date: The date on which the Agreement is executed by both Parties.
Provision of Services
1. Project Scope: ZEAL CRE Services is engaged and agreed to perform services and other project-related work (each such engagement, a “Project”). CLIENT desires to engage ZEAL to assist CLIENT in performing such services, specifically, to provide (Lease Abstraction/Lease Administration/Implementation) services with the applicable scope of work identified.
2. Input:
A. The CLIENT will provide the documents to ZEAL. ZEAL will have access to download the documents to perform the agreed services.
B. ZEAL will send the document review report to the CLIENT. The CLIENT will review and provide answers to any open questions (like missing documents, missing page(s), missing section(s), partial or unexecuted documents, conditional dates, etc.).
3. Timeline & Deliverables:
A. General: ZEAL shall devote as much of ZEAL’s time, energy, and abilities to the performance of the services and other obligations hereunder as is necessary to perform and fulfill obligations in a timely and productive manner. Time is of the essence in the performance of ZEAL’s services and obligations under this Service Agreement.
B. Project: The parties shall agree to the timeline for each project on or before the project kick-off date.
C. For a smoother transition, ZEAL will send batches of delivery to CLIENT on a weekly basis from receipt of necessary access and documents.
4. Responsibilities of CLIENT:
The CLIENT will provide and facilitate ZEAL CRE with
a) Access to the documents.
b) Access to the Databases (if any).
c) Abstraction scope or data points list.
d) Answers to the document review report.
e) Pilot delivery feedback to ensure consistency.
5. Metrics:
ZEAL assures to perform services and deliver the output at an accuracy SLA of nearly 100%. Upon review of deliverables by ZEAL, should corrections need to be made, ZEAL is to perform necessary corrections at no additional charge to the CLIENT.
6. Quality Checks:
– ZEAL will perform a Quality Check on the output before making the final delivery to the CLIENT. ZEAL will abide by the process control checks and completely run each lease quality check through a workflow.
– The CLIENT will consume delivery after the receipt of the delivery report from ZEAL.
7. Acceptance:
– CLIENT shall have 15 business days following ZEAL’s delivery of any deliverables described in these Terms to accept or reject the deliverable. If any such communication is not made by CLIENT, ZEAL will consider that the deliverables have been accepted by CLIENT. Upon notice from CLIENT, ZEAL shall have a reasonable time not to exceed 2 business days unless agreed to in writing by CLIENT to remedy the deficiencies identified by CLIENT. Only if ZEAL remedies such deficiencies in a modified deliverable then conforming to CLIENT’s requirements for such deliverable, will CLIENT accept such modified deliverable.
Payment Terms
1. Fees:
– The fees for services will be as specified in the applicable Service Appendix or Agreement.
– All fees are non-refundable unless otherwise agreed in writing.
2. Invoicing:
– ZEAL will invoice the CLIENT batch-wise upon the completion of deliverables.
– Payment is due within 30 days of receipt of the invoice.
3. Penalties for Late Payments:
– Late payments may incur a penalty of 1.5% per month or the maximum rate permitted by law.
– ZEAL reserves the right to revoke discounts and suspend ongoing services until outstanding payments are settled.
Confidentiality
1. ZEAL recognizes that in connection with its performance hereunder, ZEAL may receive or be granted access to information regarding CLIENT not generally known or available to the public, whether of a technical, business or other nature.
2. ZEAL shall:
– Maintain the confidentiality of all CLIENT-provided information using reasonable care.
– Use Confidential Information solely for performing agreed services.
– Return or destroy CLIENT’s data and information within 30 days of termination of the Agreement.
3. Exceptions to Confidentiality:
– Information in the public domain.
– Disclosures required by law, provided CLIENT is notified in advance.
Force Majeure:
ZEAL shall not be liable for any failure to perform due to events beyond its reasonable control, including but not limited to natural disasters, pandemics, acts of war, or other unforeseeable circumstances. ZEAL shall notify the CLIENT within the reasonable timeframe upon occurrence of any such event and warrants that the Performance shall resume promptly once the conditions are resolved.
Indemnity:
CLIENT agrees to indemnify and hold ZEAL harmless from any third-party claims arising from CLIENT’s breach of these Terms or misuse of services. ZEAL shall likewise indemnify CLIENT for any claims arising from ZEAL’s gross negligence or willful misconduct.
Limitation of Liability:
1. ZEAL’s liability is limited to the fees paid by the CLIENT for services in the preceding 12 months.
2. ZEAL shall not be liable for indirect, incidental, or consequential damages.
ZEAL shall not be liable for claims arising from gross negligence, willful misconduct, or breach of confidentiality obligations.
Miscellaneous Provisions
1. Governing Law:– These Terms are governed by the laws of India, with jurisdiction in Tamil Nadu.
2. Dispute Resolution:Any disputes arising out of or in connection with these Terms shall first be resolved through mutual discussion. If unresolved within 30 days, disputes shall be subject to binding arbitration under the laws of India.
2. Severability:– If any provision of these Terms is found to be invalid, illegal, or unenforceable by a court of competent jurisdiction, such provision shall be deemed modified to the extent necessary to make it valid, legal, and enforceable while preserving its intent. If modification is not possible, the provision shall be severed, and the remaining provisions of these Terms shall remain in full force and effect.
3. Entire Agreement and Amendments: – The Service Agreement contains the entire agreement of the parties with respect to the subject matter of the Service Agreement, and all prior proposals, agreements, understandings, and negotiations pertaining to such subject matter are superseded by the Service Agreement. Except for a Service Addendum, the Service Agreement may not be otherwise amended, modified, or discharged, nor may any of its terms be waived, except by an instrument in writing signed by the party to be bound hereby.