STANDARD TERMS AND CONDITIONS

ANY AND ALL SERVICES RENDERED BY ATHANDZ , WHETHER GRATUITOUS, ON SUBSCRIPTION OR OTHERWISE, ARE HEREBY DECLARED TO BE PROVIDED TO THE CUSTOMER (HEREINAFTER THE “CUSTOMER”) UNDER THE FOLLOWING STANDARD TERMS AND CONDITIONS
UNLESS EXPRESSY MODIFIED IN WRITING BY ATHANDZ AND THE CUSTOMER

1. Commencement and End of contract:

A contract between Athandz and the Customer is deemed to have commenced when Athandz having screened the Customer’s initial query, the Customer agrees to the results of the screening and confirms his request or query for the Services of Athandz and makes full payment in advance (unless otherwise agreed in writing by Athandz) and the request is accepted for fulfillment by Athandz.

Unless earlier terminated for any reason whatsoever as herein provided, the term of the contract shall continue until Athandz shall have completed fulfilling the request of the Customer as agreed and the Customer has completed its own obligations including its payment obligations towards Athandz. However, either Athandz or the Customer may terminate the contract earlier: (i) for the other’s material breach of any of the terms of the contract which shall have not been rectified by the party in breach within fourteen (14) days of having received notice thereof from the aggrieved party; (ii) if either party becomes insolvent or unable to pay its debts or is wound up in a manner that no successor in business is identifiable; if either party ceases to carry on business; if the Customer being a natural person, dies; or (iii) on written notice of two (2) months to the other party.
Any such termination as aforesaid shall not prejudice the rights of either party to recover costs and apply to any competent court for recourse to remedy to which it shall have become entitled prior to or as a result of such termination.

2. Customer’s Obligations:

The Customer hereby agrees that Athandz’s Services are given on the express condition and understanding that the Customer provides accurate, current, and complete information when requested by Athandz and all relevant information which is required by Athandz in order to fulfill its obligation of servicing the Customer’s request. The Customer also agrees to inform Athandz promptly of any changes and obtain Athandz’s agreement to undertake such changes whether as a separate contract or as an amendment to or augmentation of the initial contract. Failure to so inform changes to a request promptly will render the Customer liable for paying Athandz for work carried out prior to such change being conveyed. The Customer also hereby agrees that:

(a) It will not attempt to obtain unauthorized access to Athandz’s service; and

(b) It will not copy, publicize, distribute or broadcast any research report or information received from Athandz hereunder to any third party unless previously consented to in writing by Athandz; and

(c) It will comply with all applicable local, state, national, and international laws and regulations, including, without limitation, those related to privacy and data collection; and

(d) It will use the information, reports and material submitted by Athandz solely for the purpose for which it was intended and for private use and not for any other purpose or of a public nature howsoever; and

(f) It will at all times indemnify and hold Athandz saved free and harmless from and against any claims, fines, demands, actions or suits made against the Customer and/or Athandz by reason of the Customer acting in contravention of any of its obligations hereunder.

3. Payment Terms:

Unless otherwise agreed in writing by Athandz, giving consideration to each case on the merit of the volume of research required, on a case by case basis, payment as a rule will be as follows:
Ad-hoc “Pay as you Go” Customers – full payment to be made in advance at the time of the Customer confirming the preliminary screening of the Customer’s query.
Subscription Customers – annual subscriptions to be paid in advance at the beginning of each year of subscription. Payment for each query or request during each period of subscription shall be as for Pay as you Go Customers.
Failure or delays in payments shall give Athandz the right to withhold its Services as well as to charge interest on late payments at the rate of 12% per annum on the outstanding amounts, calculated per diem up to the date of full payment.
All payments are exclusive of statutory and applicable taxes which shall be payable as indicated on the invoice. Rates for services will differ dependent on the type of custom. Please refer our Pricing Models Page for further details on the products we offer.

4. Warranties:

Each party warrants, represents and undertakes to the other that it has all necessary right, power and authority to enter into the Agreement and to perform its obligations under the Agreement. The Customer warrants, represents and undertakes to Athandz that (i) the use of the Customer’s logo and any and all materials provided by the Customer to Athandz (unless specified otherwise) shall be deemed to be provided with the Customer’s proprietary rights therein and shall not infringe the rights of third parties; (ii) during the subsistence of the contract with Athandz and for twelve (12) months thereafter, it will not, and it will not induce, authorize or encourage any third party to solicit or entice away from Athandz any employee; and (iii) it will only use the information provided by Athandz in a manner consistent with the purpose agreed between the Customer and Athandz ("Purpose").

5. Disclaimer:

The research provided and links suggested hereunder are only for your general information and use. In particular, the Services or the research provided and compiled does not constitute any form of advice, recommendation or arrangement by Athandz and is not intended to be relied upon by the Customer or any other person in making (or refraining from making) any specific investment or other decisions. Athandz hereby impresses upon the Customer the need for and prudence in obtaining appropriate relevant and independent advice prior to making any such decision. Any arrangements made between you and any third party named, or links of third parties (which are not under the control of Athandz and which contain information for which Athandz takes no responsibility whatsoever but are suggested by Athandz for the Customer’s access and convenience only) or whose details are otherwise provided by Athandz are the Customer’s sole risk and responsibility. All representations and/or warranties relating to Athandz’s software and Services and any other software or services provided or performed by Athandz (whether statutory or otherwise, and including, without limitation, any as to the fitness for a particular purpose, satisfactory quality or merchantability of any thereof) are hereby expressly excluded by Athandz to the fullest extent permitted by law.
The Customer hereby agrees that Athandz’s services and any research projects or other information and/or material it receives are provided as available and are without warranty of any kind whatsoever. Athandz shall not at any time whatsoever be liable for any claims or losses of any nature, including but not limited to loss of profit and/or punitive or consequential damages.

6. Privacy:

All reasonable precautions will be taken by Athandz to ensure that personal information of the Customer is adequately guarded against unauthorized access or release unless its release if legally required to government authorities or to courts of competent jurisdiction. Any such release shall be done with prior notice to the Customer.

7. Athandz’s rights:

Athandz reserves to itself the following rights:

a) The right to refuse any request or assignment which, in its opinion, will break any known law, or is unethical or offensive in any manner;

b) The right to charge (with prior notice to the Customer) additional fees such as membership charges, subscription fees, licenses and like costs and charges.

8. No Money-Back Guarantee:

While Athandz shall make best endeavors to meet the requirements of the Customer within the time lines agreed upon, and with a high standard of quality and sufficiently comprehensive, should there by any event of the Customer being dissatisfied with the material or report submitted by Athandz and fails to meet the Customers expectations, then the Customer shall only be entitled to a repeat by Athandz of the research and report work within the same requirements and information furnished to Athandz by the Customer for that contract. Under no circumstance, however, can the Customer amend, vary, add to or otherwise change the nature of its request and the parameters furnished to Athandz so as to constitute a distinctly different research requirement. In any event, Athandz shall not be liable to return fees and charges paid by the Customer (other than for settlement of any claim as limited to the extent set out under the limitation of Athandz’s liability). Any reimbursement of fees (after having deducted therefrom any statutory taxes and levies or other non-reversible costs) shall be at the discretion of Athandz, after which reimbursement, the contract with the Customer shall be deemed terminated.
Nothing herein may be construed to give the Customer the right for a repeat service by Athandz if the Customer’s dissatisfaction with the work carried out by Athandz shall have arisen by reason of the Customer’s failure to provide clear, accurate and relevant information in its request.

9. Limitation of Liability:

The aggregate liability of either party hereunder in respect of any loss or damage suffered by the other party arising out of any contract between them giving rise to a claim, shall not exceed the amount of the fee payable by the Customer to Athandz for the Services as agreed between the Parties. Athandz does not, however, take liability for any indirect or consequential loss or damage howsoever caused arising from any breach by Athandz of its warranties or obligations under the Agreement. Nothing in this paragraph shall exclude either party’s liability for death or personal injury resulting from its own negligence or fraud.

10. Force Majeure:

If either party is prevented from performing any of its obligations (other than the Customer’s payment obligation) under a contract as a result of an event of force majeure, that party shall notify the other as soon as practical, and thereupon such party so affected shall have no liability in respect of any non-performance of such obligation during the time in which such event of force majeure continues. If at the cessation of such event, such obligation continues to be required to be done, then the party who was so affected by such event becomes liable again for the performance of such obligation within the time permitted for such performance, commencing where applicable, from the date of such cessation.
An "event of force majeure" is one that prevents the performance of either party’s obligations and which event is beyond the reasonable control of that party, including, but not limited to, acts of God, war or terrorist activity, civil commotion, industrial disputes and other acts, events, omissions and accidents (provided that unless otherwise agreed between the parties, lack of funds and mere shortage of materials, equipment or personnel shall not constitute events of force majeure).

11. Assignment:

Neither party may, without the prior written consent of the other, assign, transfer, convey, sublicense or otherwise part with the controlling possession of any or all of its rights and obligations under a contract. Any assignment made with the other party’s written consent as aforesaid shall be on the conditions then set out and agreed. Any purported assignment in breach hereof shall confer no rights on the purported assignee.

12. Notices:

Any notices required to be given shall be in writing and be deemed to have been sufficiently served if sent by sender/receiver traceable electronic mail, by facsimile transmission or by prepaid post or by prepaid international airmail or by courier, addressed (unless otherwise specially requested) to Athandz at No.26, Vajira Road, Colombo 4, Sri Lanka, facsimile +44 (20) 7439 0110 and to the Customer at the address and facsimile number furnished for that purpose by the Customer in its request.

13. General:

a. Unless any variation thereto is made in writing and signed by both Parties, the contract specifically made in respect of the Customer’s request, the purpose indicated therein, and any special terms therein (so far as such contract or request contradicts the terms hereof), and these Terms and Conditions constitute the entire agreement and understanding of the parties and supersedes any previous agreement between the parties relating thereto.

b. No delay, failure or omission (in whole or in part) in enforcing, exercising or pursuing any right or remedy conferred by or arising from these terms and/or the contract or by law, shall be deemed to be or construed as a waiver of that or any other right, privilege, claim or remedy in respect thereof, nor shall any such delay, failure or omission operate to bar the enforcement of that or any other rights, privileges, claims or remedies in any other instance at any time subsequently. The rights and remedies provided hereby shall not exclude or prejudice any other rights or remedies available to either Party at law.

c. No partnership or joint venture of any kind may be construed or is intended between the parties. Neither party is an agent for the other and may not bind the other in any manner whatsoever.

d. These terms and any contract entered into between the Customer and Athandz shall be governed by the laws of the Democratic Socialist Republic of Sri Lanka. However, any dispute or difference arising in relation to the construction, interpretation, validity or performance of the Parties hereunder shall be first resolved amicably, and in the event such amicable settlement is unavailable, then such dispute or difference shall be submitted to the arbitration, one arbitrator to be appointed by each party and a third arbitrator to be appointed by such arbitrators and any decision reached thereon shall be final and conclusive. Recourse may be had to the courts of law only for the enforcement of such arbitral award or for immediate injunctive relief only.

Team Athandz