TERMS & CONDITIONS

1. ABOUT EXOSYSNETWORKS

ExosysNetworks Services Pvt. Ltd. provides technology products, IT infrastructure solutions, professional services and managed IT services to businesses and organizations.

Our offerings may include:

• IT hardware procurement and supply
• Desktops, laptops and workstations
• Servers and storage
• Networking products
• Switches, routers and wireless solutions
• Firewalls and cybersecurity solutions
• CCTV and surveillance systems
• Structured and passive networking
• Software and licensing
• Cloud solutions
• Data centre solutions
• Installation and configuration
• IT infrastructure deployment
• Annual Maintenance Contracts (AMC)
• Facility Management Services (FMS)
• Managed IT services
• Remote technical support
• Onsite technical support
• Field-engineer services
• IMAC and rollout services
• IT consulting and professional services

Availability of individual products and services may vary by location, OEM, distributor, stock position and project requirements.

2. WEBSITE INFORMATION

We make reasonable efforts to ensure that information displayed on our website is accurate and current.

However, product specifications, images, descriptions, availability, pricing, offers, warranties and technical information may change without prior notice.

Website information should not automatically be treated as a final commercial quotation or contractual commitment unless specifically confirmed by ExosysNetworks in writing.

3. PRODUCT ENQUIRIES & QUOTATIONS

Customers may submit enquiries or Requests for Quotation (“RFQs”) through our website, email, telephone or authorized business channels.

A quotation may contain:

• Product description
• Make and model
• Quantity
• Unit price
• Applicable taxes
• Delivery terms
• Payment terms
• Warranty
• Installation charges
• Freight charges
• Validity period
• Service scope
• Special commercial conditions

Unless otherwise specified, quotations are subject to availability and commercial confirmation at the time of order.

4. QUOTATION VALIDITY

Every quotation will normally remain valid only for the period stated in the quotation.

Pricing may change after expiration due to factors including:

• OEM price revisions
• Distributor price changes
• Foreign exchange fluctuations
• Import costs
• Government duties
• Tax changes
• Logistics costs
• Product availability
• Market conditions

ExosysNetworks reserves the right to issue a revised quotation where the original quotation has expired or relevant commercial conditions have materially changed.

5. ORDER CONFIRMATION

An enquiry or quotation does not by itself constitute a confirmed order.

An order may be treated as confirmed after receipt and acceptance of one or more of the following, as applicable:

• Valid Purchase Order
• Written order confirmation
• Advance payment
• Signed quotation
• Signed agreement
• Work order
• Other mutually agreed written authorization

ExosysNetworks may verify commercial, technical and logistical feasibility before accepting an order.

6. PRICING

Prices may be quoted exclusive or inclusive of taxes as specifically stated in the quotation.

Unless explicitly included, prices may exclude:

• GST
• Freight
• Transportation
• Insurance
• Installation
• Configuration
• Cabling
• Civil work
• Electrical work
• Travel
• Boarding and lodging
• Special delivery charges
• OEM professional services
• Other third-party charges

Customers should refer to the applicable quotation or proposal for final commercial terms.

7. TAXES

GST and other applicable taxes, duties, levies or statutory charges will be charged according to applicable law and the relevant commercial document.

The customer is responsible for providing accurate:

• Legal entity name
• Billing address
• GSTIN, where applicable
• Delivery address
• Purchase Order information

Any tax consequences arising from incorrect customer-provided information may be handled according to applicable law and mutually agreed commercial terms.

8. PAYMENT TERMS

Payment terms will be specified in the applicable quotation, invoice, PO acceptance, proposal or agreement.

Depending on the transaction, payment terms may include:

• 100% advance
• Partial advance with balance before dispatch
• Milestone-based payment
• Payment against delivery
• Credit terms for approved customers
• Monthly/quarterly/annual service payments

Credit facilities, where offered, are subject to ExosysNetworks' approval.

9. DELAYED PAYMENTS

Customers are expected to make payments within the agreed credit period.

Where permitted by the applicable contract and law, delayed payments may result in:

• Interest or late-payment charges
• Suspension of services
• Suspension of further supplies
• Withholding of non-critical deliverables
• Withdrawal of approved credit facilities
• Recovery proceedings

Any applicable late-payment rate or specific remedy should be stated in the relevant commercial agreement.

10. PRODUCT AVAILABILITY

All product orders are subject to stock and supply-chain availability.

Availability may depend on:

• OEM stock
• Distributor stock
• Import availability
• Product lifecycle
• Regional inventory
• Allocation restrictions
• Logistics conditions

If a product becomes unavailable, ExosysNetworks may propose an equivalent or upgraded alternative.

Any substitution requiring a material change in specification or price will be communicated to the customer for approval.

11. DELIVERY

Estimated delivery timelines will be communicated in the applicable quotation or order confirmation.

Delivery timelines may be affected by circumstances including:

• OEM availability
• Distributor availability
• Import delays
• Transportation delays
• Government restrictions
• Natural disasters
• Regional disruptions
• Force majeure
• Customer site readiness

Unless specifically guaranteed in writing, delivery timelines should be considered estimates.

12. DELIVERY INSPECTION

Customers should inspect delivered products promptly.

Any visible:

• Physical damage
• Quantity shortage
• Incorrect model
• Missing package
• Transit damage

should be reported to ExosysNetworks as soon as reasonably possible and preferably within the period stated on the invoice, delivery challan or quotation.

Photographs, unboxing videos, delivery documents or other supporting evidence may be requested where necessary to process a claim.

13. INSTALLATION & DEPLOYMENT

Where installation or deployment is included, ExosysNetworks will perform services according to the agreed SOW.

The customer is responsible for ensuring reasonable site readiness, including where applicable:

• Electrical supply
• UPS power
• Network connectivity
• Internet availability
• Rack space
• Cooling
• Access permissions
• Cabling readiness
• Required credentials
• Safety permissions
• Site access
• Appropriate working environment

Delays resulting from incomplete site readiness may affect project timelines and may result in additional charges where applicable.

14. CHANGE IN SCOPE

Any work requested outside the agreed SOW may be treated as a change request.

Examples include:

• Additional devices
• Additional locations
• Additional configuration
• Additional cabling
• Additional manpower
• Additional visits
• After-hours work
• Additional documentation
• Additional migration work

Additional work may require revised pricing and timeline approval.

15. WARRANTY

Hardware warranty is generally provided according to the applicable OEM/manufacturer warranty terms.

Warranty duration and coverage may differ depending on:

• Product
• Model
• OEM
• Serial number
• Warranty package
• Location
• Support entitlement

Unless explicitly stated otherwise, ExosysNetworks acts as a technology supplier/service partner and does not independently replace or extend an OEM warranty.

16. WARRANTY CLAIMS & RMA

Where applicable, ExosysNetworks may assist customers with OEM warranty or Return Material Authorization (“RMA”) coordination.

Final warranty approval, repair or replacement may remain subject to the relevant OEM's policies.

Warranty may not cover circumstances such as:

• Physical damage
• Liquid damage
• Electrical damage
• Improper usage
• Unauthorized repair
• Accidental damage
• Environmental damage
• Warranty seal damage
• Other exclusions specified by the OEM

17. RETURNS & REPLACEMENTS

IT products are generally procured specifically against confirmed customer requirements.

Therefore, confirmed orders may not be returnable or cancellable merely because the customer changes their requirement.

Returns or replacements may be considered where:

• Incorrect product was supplied
• Product was damaged in transit and properly reported
• Product qualifies under an applicable DOA policy
• OEM/distributor authorizes the return
• ExosysNetworks has expressly agreed to the return

Any return remains subject to applicable OEM, distributor and ExosysNetworks policies.

18. ORDER CANCELLATION

Once a product has been:

• Ordered from an OEM/distributor
• Allocated
• Dispatched
• Customized
• Licensed
• Registered
• Activated
• Installed

the order may become non-cancellable.

If cancellation is accepted, reasonable cancellation, restocking, logistics or other charges may apply.

19. SOFTWARE & LICENSES

Software licenses, subscriptions, cloud services and digital products are governed by the applicable publisher/OEM licensing terms.

Once a software license or subscription has been activated, assigned or registered, it may be non- returnable and non-refundable.

Customers are responsible for complying with applicable licensing requirements.

20. CLOUD & SUBSCRIPTION SERVICES

Cloud, SaaS and subscription-based services may be governed by the respective provider's terms.

Examples may include services from technology and cloud providers.

Pricing, storage, features, licensing and availability may change according to the relevant provider's policies.

21. AMC SERVICES

Annual Maintenance Contract services will be governed primarily by the applicable AMC agreement.

The agreement may specify:

• Covered assets
• Contract period
• Service locations
• Number of visits
• Response time
• Resolution targets
• Preventive maintenance
• Spare-parts coverage
• Engineer availability
• Exclusions
• Escalation procedure
• Payment terms

Comprehensive and non-comprehensive AMC contracts may have different coverage.

22. MANAGED IT & FMS SERVICES

Managed IT Services and Facility Management Services may include:

• Resident engineers
• Remote support
• Service desk
• Asset management
• Monitoring
• Preventive maintenance
• Incident management
• Vendor coordination
• Network administration
• Server administration
• Security management

Actual deliverables will depend on the signed SOW/SLA.

23. SLA

Where a Service Level Agreement applies, response and resolution targets will be defined separately.

SLA measurements may depend on:

• Incident priority
• Location
• Service window
• Engineer availability
• Spare availability
• OEM support
• Customer access
• Network availability
• Third-party dependencies

Response time does not necessarily mean resolution time unless specifically stated in writing.

24. ONSITE & FIELD ENGINEER SERVICES

Where ExosysNetworks provides onsite technical resources, customers must provide reasonable and safe access to their premises.

Engineers may require:

• Site entry authorization
• Work permits
• Technical access
• Device access
• Administrative credentials
• Customer representative availability

Waiting time or repeat visits caused by unavailable access or customer-side dependencies may be chargeable where applicable.

25. REMOTE SUPPORT

Remote support may require customers to authorize remote-access tools or provide temporary access credentials.

Customers should ensure that:

• Required backups have been completed
• Appropriate authorization has been obtained
• Critical data is protected
• Necessary administrative permissions are available

ExosysNetworks will use reasonable technical practices when performing authorized remote-support activities.

26. CUSTOMER DATA & BACKUP RESPONSIBILITY

Unless backup services are specifically included in the contract, customers remain responsible for maintaining appropriate backups of business-critical data.

Before major activities such as:

• Server migration
• Storage changes
• Operating-system installation
• Hardware replacement
• Firewall migration
• Network reconfiguration
• Software upgrades

customers should ensure that appropriate backups are available.

ExosysNetworks' responsibility for data protection or recovery will be limited to the scope expressly agreed in writing.

27. CYBERSECURITY SERVICES

Cybersecurity services may include firewalls, endpoint protection, VPN, network security, security configuration and related technologies.

No cybersecurity solution can guarantee absolute protection against every cyberattack, ransomware incident, malware infection, zero-day vulnerability or unauthorized access.

Customers remain responsible for maintaining appropriate organizational security policies, user awareness, backups and access controls.

28. THIRD-PARTY PRODUCTS & SERVICES

ExosysNetworks supplies and supports products and technologies manufactured or operated by third parties.

We are not responsible for independent changes made by third-party providers concerning:

• Product features
• Product discontinuation
• Licensing
• Pricing
• Warranty
• Cloud availability
• Security updates
• End-of-Life (EOL)
• End-of-Support (EOS)

Where practical, we will assist customers in evaluating alternatives.

29. CONFIDENTIALITY

Both parties should protect confidential information received during the business relationship.

Confidential information may include:

• Pricing
• Network diagrams
• Credentials
• Project information
• Business strategies
• Customer information
• Technical configurations
• Commercial information

Confidentiality obligations may also be governed by a separate NDA or contract.

30. INTELLECTUAL PROPERTY

Unless otherwise stated, website content including:

• Text
• Graphics
• Branding
• Logos
• Marketing materials
• Website design
• Documents
• Original illustrations

belongs to ExosysNetworks or its respective licensors.

Unauthorized copying, reproduction, commercial use or redistribution is prohibited.

Third-party trademarks and OEM logos remain the property of their respective owners.

31. PROHIBITED WEBSITE USE

Users must not use our website to:

• Conduct unlawful activities
• Attempt unauthorized access
• Introduce malware
• Attack website infrastructure
• Scrape protected information without authorization
• Impersonate another person or organization
• Submit fraudulent enquiries
• Interfere with website operation
• Violate intellectual-property rights

We may restrict access where misuse is detected.

32. LIMITATION OF LIABILITY

To the extent permitted by applicable law and contract, ExosysNetworks will not be liable for indirect, incidental, consequential or special losses arising from matters beyond the agreed scope of services.

This may include losses resulting from:

• Third-party service failures
• OEM defects
• Internet outages
• Customer misconfiguration
• Unauthorized modifications
• Cyberattacks
• Failure to maintain backups
• Force majeure events

Any contractual liability limits specifically agreed in a signed agreement will take precedence over general website terms.

Nothing in these Terms excludes liability that cannot legally be excluded.

33. INDEMNIFICATION

To the extent permitted by law and applicable contractual terms, users/customers may be responsible for losses, claims or liabilities arising from their unlawful use of our website, violation of applicable law, misuse of products/services or breach of agreed contractual obligations.

34. FORCE MAJEURE

ExosysNetworks will not be responsible for delay or failure caused by circumstances reasonably beyond our control, including:

• Natural disasters
• Flood
• Fire
• Earthquake
• Pandemic
• War
• Civil disturbance
• Government restrictions
• Internet or telecom failures
• Transport disruption
• Supply-chain interruption
• Import restrictions
• OEM shortages
• Labour disruptions
• Other force-majeure events

Affected obligations may be extended or managed according to the circumstances and applicable contract.

35. CUSTOMER RESPONSIBILITIES

Customers are expected to:

• Provide accurate information
• Provide timely site access
• Maintain appropriate data backups
• Make payments according to agreed terms
• Provide safe working conditions
• Provide required technical access
• Use licensed software
• Follow applicable laws
• Protect passwords and credentials
• Inform ExosysNetworks of material changes affecting service delivery

36. DISPUTE RESOLUTION

The parties should first attempt to resolve commercial or service disputes through good-faith discussion and escalation between authorized representatives.

Where a separate signed agreement contains a specific dispute-resolution or arbitration clause, that provision will apply.

37. GOVERNING LAW & JURISDICTION

These Terms & Conditions will be governed by the applicable laws of India.

Subject to any arbitration or dispute-resolution provision contained in an applicable written agreement, courts having appropriate jurisdiction in Kolkata, West Bengal, India will have jurisdiction over disputes relating to these Terms, to the extent legally permissible.

38. PRIVACY

Personal information collected through our website or business interactions will be handled according to our Privacy Policy and applicable data-protection requirements.

Users are encouraged to review the ExosysNetworks Privacy Policy before submitting personal information.

39. CHANGES TO THESE TERMS

ExosysNetworks may revise these Terms & Conditions periodically due to changes in:

• Business operations
• Technology
• Services
• Commercial practices
• Legal requirements
• Regulatory requirements

The latest version will be published on our website with an updated revision date.

Continued use of the website after changes become effective constitutes acknowledgement of the revised website terms, subject to applicable law.

Changes to an existing signed contract will be governed by that contract's amendment provisions.

40. PRIORITY OF COMMERCIAL DOCUMENTS

Where there is a conflict between these general website Terms and a specifically executed commercial document, the applicable signed or formally accepted commercial document will generally take precedence for that transaction.

Such documents may include:

1. Signed Master Service Agreement / Contract
2. Service Level Agreement
3. Statement of Work
4. Accepted Purchase Order and written acceptance
5. Accepted quotation/proposal
6. These Website Terms & Conditions

The actual order of precedence may be separately defined in the relevant agreement.

41. CONTACT US

For questions regarding these Terms & Conditions, quotations, orders or services, contact: