Payment of the Envigeek Web Services (“Envigeek”) quotations or invoices (“Order”) constitutes Customer’s acceptance of these terms and conditions. Any inconsistent or additional terms or conditions proposed by Customer shall be void and of no effect unless specifically agreed to in writing signed by an authorized representative of Envigeek. These terms and conditions together with any written contract signed by Envigeek and Customer (“Contract”), if applicable, constitute the entire agreement between Customer and Envigeek with respect to the Order. If there is any conflict or inconsistency between the Order and the Contract, if applicable, then provisions of the Contract shall apply.
Unless otherwise specifically stated by Envigeek in this Order, payment are due in 30 days from first receipt of Customer’s invoice.
Envigeek represents and warrants that all goods and services delivered hereunder will be of good quality, conforming to specifications, fit for the intended use, free from defects in design, workmanship, and materials; and that such goods and services will not infringe the copyright, patent, trade secret or other proprietary right of any third party. Additionally, Envigeek represents and warrants that the services will be performed in a professional and workmanlike manner, and that it has experience in performing the services ordered hereunder and does not require training or supervision by Customer. Customer’s acceptance of this Order shall constitute Customer’s agreement to indemnify Envigeek and hold Envigeek harmless from and against any and all claims, liability or expense whatsoever, including counsel fees, arising out of or related to a breach of this warranty or to death or injury to person or property that is alleged to have arisen through the use or consumption of Envigeek’s goods or services.
To the extent that the goods or services ordered hereunder require that Envigeek receive access to Customer’s confidential and/or proprietary information, Envigeek shall treat such information as confidential and shall not appropriate such information for its own use or disclose such information to any third party unless specifically agreed to in writing signed by an authorized representative of Customer. The foregoing obligations shall not apply to information which (a) is in the public domain at the time of receipt by Envigeek; (b) is made public after such receipt through no fault of Envigeek; (c) Envigeek can demonstrate was in its possession without obligation of nondisclosure prior to its receipt from Customer; or (d) Envigeek can demonstrate was received from a third party who did not require Customer to hold such information in confidence.
The relationship between Customer and Envigeek is that of an independent contractor. No employer/employee relationship is created, and neither party is authorized to bind the other in any way. Customer is obligated to comply with all requirements (including without limitation those relating to tax withholding) applicable to employers and will indemnify Envigeek for any employment related claims brought by Customer’s personnel against Envigeek.
The remedies herein reserved by Envigeek are cumulative and in addition to any other legal remedies. No waiver of a breach of any provision of this Order constitutes a waiver of a continuing or further breach of such provision or of any other provision hereof.
By acceptance of this Order, Customer certifies that its performance and all goods and services delivered hereunder comply with all applicable federal, state, provincial and local laws, orders, codes, rules, regulations and amendments thereto. Customer warrants and represents on behalf of itself and its agents and other representatives that it complies with all laws and restrictions and regulations administered by the government of Malaysia.
This Order shall not be assignable by Customer and any such assignment or attempted assignment shall be void and of no effect. Notwithstanding the foregoing, any such attempted assignment, this Order shall be binding upon Customer’s successors and assigns.