Devant Service Terms and Policy

Devant IT Solutions

1. Definitions

• "Devant" refers to Devant IT Solutions and its affiliates
• "Client" refers to the individual or organization engaging Devant's services.
• "Services" refers to any IT services provided by Devant as outlined in the Service Agreement.
• "Intellectual Property" refers to all copyrights, trademarks, patents, trade secrets, and any other proprietary rights owned by Devant.

2. Service Provision

• Devant agrees to provide the Services to the Client as specified in the Service Agreement.
• The Client agrees to cooperate fully with Devant and provide any necessary information or resources to facilitate the provision of Services.

3. Payment Terms

• The Client agrees to pay Devant for the Services as outlined in the Service Agreement.
• Payment is due upon receipt of invoice, unless otherwise specified in the Service Agreement.
• Late payments may incur additional fees as outlined in the Service Agreement.

4. Intellectual Property Rights

• All Intellectual Property developed or utilized by Devant while providing the Services shall remain the sole property of Devant.
• The Client shall not use, copy, modify, or distribute any Intellectual Property of Devant without prior written consent.

5. Confidentiality

• Both Devant and the Client agree to maintain the confidentiality of any sensitive information disclosed in the course of the Services.
• This confidentiality obligation shall survive the termination of this Agreement.

6. Client Malpractice

• The Client shall not engage in any activity that could be construed as malpractice or unethical behavior towards Devant or its employees.
• This includes, but is not limited to, attempting to manipulate, coerce, or induce a Devant employee to resign from their position for the purpose of direct employment or engagement with the Client.
• Any such activity shall be considered a material breach of this Agreement and may result in immediate termination of Services, without refund, and legal action.

7. Termination

• Either party may terminate this Agreement with written notice as specified in the Service Agreement.
• Upon termination, the client should escalate any service they need and Devant will have the right to defend the claim, also this escalation should be in mail and will terminate after 3 months of the same.

8. Governing Law and Dispute Resolution

• This Agreement shall be governed by the laws of [Jurisdiction].
• Any disputes arising from this Agreement shall be resolved through binding arbitration in accordance with the rules of [Arbitration Institution].

9. Entire Agreement

• This Agreement constitutes the entire understanding between Devant and the Client and supersedes any prior agreements or understandings, whether written or oral.

10. Amendments

• This Agreement may only be amended in writing signed by both parties.

11. Price Revision:

• This clause pertains to the annual review and potential adjustment of pricing for the services provided by Devant IT Solutions ("Devant") to [Innovel Energy] ("Innovel").

11.1. Review Timing:

• Devant shall have the right to review the pricing of its services on an annual basis. This review will typically take place prior to the anniversary date of this agreement.

11.2. Review Criteria:

The review will take into consideration the following factors:

• Market Conditions: Changes in the general market rates for comparable IT services.
• Inflation: The prevailing rate of inflation as measured by a recognized index (e.g., Consumer Price Index).
• Scope of Services: Any significant changes in the scope or complexity of the services provided.
• Costs Incurred: Increases in Devant's operational costs, including but not limited to labor, software licenses, and hardware.

11.3. Notification of Changes:

If Devant determines a price increase is warranted, it will notify the Client in writing, providing a detailed justification for the proposed change. The notice period shall be no less than 30 days prior to the anniversary date of this agreement.

11.4. Client's Options:

Upon receiving notice of a price increase, the Client shall have the following options:

• Accept the Changes: The Client may accept the proposed price increase, which will become effective on the anniversary date of this agreement.
• Negotiate:: The Client may initiate negotiations with Devant to discuss alternative pricing or modifications to the scope of services.
• Terminate: The Client may terminate this agreement by providing written notice within 90 days of receiving the price increase notification. Such termination shall not relieve the Client of any outstanding payment obligations.

11.5. Maximum Increase:

The maximum permissible annual price increase shall not exceed 15% of the then-current pricing, unless otherwise mutually agreed upon by both parties in writing.

12. Sub-Contracting Clause

• 12.1. Authorization: Devant IT Solutions ("Devant") reserves the right to subcontract any portion of the Services as it deems necessary for the efficient completion of the Project, provided that any such sub-contractor shall be bound by the same obligations of confidentiality and intellectual property as Devant under this Agreement.
• 12.2. Selection and Responsibility: Devant shall be solely responsible for the selection, supervision, and performance of any subcontractor. Devant shall ensure that any sub-contractor possesses the necessary skills, experience, and qualifications to perform the assigned tasks in accordance with the standards set forth in this Agreement.

12.3. Client Approval (Optional):

• [Option A: Strict Approval] Devant shall obtain the prior written consent of the Client before engaging any sub-contractor.
• [Option B: Notification Only] Devant shall promptly notify the Client in writing of the identity and qualifications of any sub-contractor engaged, along with a description of the sub-contractor's assigned tasks.

12.4. Liability:

Devant shall remain fully liable to the Client for the acts or omissions of any sub-contractor as if they were Devant's own acts or omissions. The Client shall have no direct contractual relationship with any sub-contractor.

12.5. Confidentiality and Intellectual Property:

Any sub-contractor shall be bound by the same confidentiality and intellectual property provisions as Devant under this Agreement. Devant shall ensure that all subcontractors execute appropriate agreements to protect the Client's confidential information and intellectual property rights.

12.6. Termination:

Devant may terminate a sub-contract at any time for cause, including but not limited to the sub-contractor's failure to perform in accordance with this Agreement or the Client's reasonable instructions.

Additional Considerations:

• Insurance: Specify if subcontractors are required to carry specific types of insurance (e.g., professional liability, errors, and omissions).
• Governing Law: Ensure the sub-contracting clause aligns with the governing law of the main agreement.

Why This Clause is Important:

• Flexibility: Allows Devant to leverage specialized skills as needed.
• Risk Management: Clearly outlines Devant's responsibility for sub-contractor performance.
• Client Protection: Safeguards confidentiality and intellectual property.

13. Natural Calamity Clause

In the event of a natural calamity ("Force Majeure Event"), such as a fire, flood, earthquake, hurricane, typhoon, volcanic eruption, pandemic, epidemic, or other acts of God that are beyond the reasonable control of Devant IT Solutions ("Devant"), the following provisions shall apply:

• 13.1. Notice: The party affected by the Force Majeure Event shall promptly notify the other party in writing, describing the nature and extent of the event, its estimated duration, and the anticipated impact on its ability to perform its obligations under this Agreement.
• 13.2. Mitigation: Both parties shall use reasonable efforts to mitigate the effects of the Force Majeure Event and to resume performance of their obligations as soon as reasonably practicable.
• 13.3. Suspension of Performance: The affected party's obligations under this Agreement shall be suspended to the extent that performance is prevented or delayed by the Force Majeure Event. The suspension shall continue for the duration of the Force Majeure Event and a reasonable period thereafter to allow the affected party to resume performance.
• 13.3. Suspension of Performance: The affected party's obligations under this Agreement shall be suspended to the extent that performance is prevented or delayed by the Force Majeure Event. The suspension shall continue for the duration of the Force Majeure Event and a reasonable period thereafter to allow the affected party to resume performance.
• 13.4. Termination: If the Force Majeure Event continues for a period exceeding 60 days, either party may terminate this Agreement by giving written notice to the other party. In such case, neither party shall be liable to the other for any damages resulting from the termination, except for the payment of amounts due for services rendered prior to the Force Majeure Event.
• 13.5. Resumption of Performance: Upon the cessation of the Force Majeure Event, the affected party shall resume performance of its obligations under this Agreement as soon as reasonably practicable.
• 13.6. Force Majeure Events Not Covered: For the avoidance of doubt, the following events shall not be considered Force Majeure Events:
• a. Financial difficulties or insolvency of either party.
• b. Labor disputes, strikes, or lockouts.
• c. Shortages of labor, materials, or equipment.
• d. Changes in market conditions or economic circumstances.
• 13.7. Governing Law: This Natural Calamity clause shall be governed by and construed in accordance with the laws of [Force Majeure Event].

By engaging Devant's services, the Client acknowledges that they have read, understood, and agreed to all terms and conditions outlined in this International IT Service Terms and Policy.