ATKASA – Digital Agency
Supplier Terms and Conditions
Apr 27, 2023
1. Introduction
1.1. These Supplier Terms and Conditions (“Terms”) apply to all suppliers and contractors (“Supplier” or “you”) providing goods and/or services (“Services”) to ATKASA – Digital Agency (“ATKASA” or “we” or “us”).
1.2. By accepting a Purchase Order (“PO”) from ATKASA, you are agreeing to be bound by these Terms, which form a legally binding contract between the Supplier and ATKASA.
1.3. These Terms may only be amended in writing and signed by both parties.
2. Pricing and Payment Terms
2.1. All prices quoted by the Supplier must be in writing and remain valid for a minimum of 30 days from the date of the quotation.
2.2. Quotations should be inclusive of all taxes, fees, and any other charges that may apply.
2.3. ATKASA shall issue a PO to the Supplier as acceptance of a quote. Upon receiving the PO, the Supplier must commence the project.
2.4. The Supplier must provide an invoice to ATKASA upon completion of the Services.
2.5. ATKASA shall pay the Supplier within 30 days from the date of receipt of a valid and undisputed invoice.
2.6. ATKASA reserves the right to withhold payment in the event of any dispute or unsatisfactory performance by the Supplier.
3. Project Timelines
3.1. The Supplier must adhere to the project timeline as specified in the PO or as otherwise agreed upon in writing by both parties.
3.2. If the Supplier encounters any delays or issues that may impact the project timeline, the Supplier must promptly notify ATKASA in writing and propose a revised timeline.
3.3. Any delays caused by the Supplier that impact the project timeline may result in penalties, including but not limited to, a reduction in payment or termination of the contract.
4. Quality and Performance
4.1. The Supplier must ensure that the Services provided meet or exceed the quality and performance standards as outlined in the PO or as otherwise agreed upon in writing by both parties.
4.2. If ATKASA determines that the Services provided do not meet the agreed-upon standards, the Supplier shall promptly remedy the issue at no additional cost to ATKASA.
5. Confidentiality
5.1. The Supplier shall maintain the confidentiality of all information and materials received from ATKASA and must not disclose, share or use such information for any purpose other than fulfilling the obligations under these Terms and the PO.
5.2. The confidentiality obligations under this clause shall survive the termination of the contract.
6. Intellectual Property
6.1. Any intellectual property rights created, developed, or otherwise arising from the Services provided under these Terms and the PO shall be the sole and exclusive property of ATKASA.
6.2. The Supplier shall promptly execute any documents and take any actions necessary to vest ownership of such intellectual property rights in ATKASA.
7. Indemnification
7.1. The Supplier shall indemnify, defend, and hold harmless ATKASA and its officers, directors, employees, and agents from and against any and all claims, damages, losses, liabilities, and expenses (including reasonable attorney’s fees) arising out of or related to:
7.1.1. Any breach of these Terms by the Supplier;
7.1.2. Any negligent or willful misconduct by the Supplier; or
7.1.3. Any infringement or misappropriation of any third-party intellectual property rights by the Supplier in connection with the Services.
8. Termination
8.1. ATKASA may terminate the contract with immediate effect by providing written notice to the Supplier in the event of:
8.1.1. A material breach of these Terms by the Supplier
8.2. Upon termination, the Supplier shall immediately cease all work and return any materials, documents, or other items belonging to ATKASA. The Supplier shall also provide ATKASA with any completed work or partially completed work, as requested by ATKASA.
8.3. In the event of termination due to the Supplier’s breach, ATKASA shall be entitled to recover any direct and indirect damages, losses, costs, and expenses (including reasonable attorney’s fees) incurred as a result of such breach.
9. Force Majeure
9.1. Neither party shall be liable for any failure or delay in performance under these Terms due to circumstances beyond its reasonable control, including but not limited to, acts of God, war, terrorism, labor disputes, government actions, or natural disasters (collectively, “Force Majeure Events”).
9.2. If a Force Majeure Event occurs, the affected party shall promptly notify the other party in writing, specifying the nature and extent of the Force Majeure Event. The affected party shall use reasonable efforts to mitigate the impact of the Force Majeure Event and resume its performance under these Terms as soon as reasonably possible.
10. Independent Contractor
10.1. The Supplier is an independent contractor, and nothing in these Terms or the PO shall be construed as creating an employer-employee relationship, partnership, or joint venture between ATKASA and the Supplier.
10.2. The Supplier shall be solely responsible for the payment of all taxes, fees, and other charges arising from its provision of Services under these Terms and the PO, and ATKASA shall have no liability for such payments.
11. Governing Law and Dispute Resolution
11.1. These Terms and the PO shall be governed by and construed in accordance with the laws of the jurisdiction in which ATKASA is located, without regard to its conflict of law principles.
11.2. Any disputes arising from or in connection with these Terms or the PO shall be resolved through good faith negotiations between the parties. If the parties are unable to resolve the dispute within 30 days, either party may seek to resolve the dispute through mediation, arbitration, or litigation, as agreed upon by both parties.
12. Miscellaneous
12.1. These Terms, together with any applicable PO, constitute the entire agreement between the parties with respect to the subject matter hereof and supersede all prior and contemporaneous agreements, understandings, negotiations, and discussions, whether oral or written, between the parties.
12.2. If any provision of these Terms is held to be invalid, illegal, or unenforceable, the remaining provisions shall remain in full force and effect.
12.3. No waiver of any provision of these Terms shall be deemed a further or continuing waiver of such provision or any other provision.
12.4. The Supplier may not assign its rights or obligations under these Terms without the prior written consent of ATKASA. ATKASA may assign its rights and obligations under these Terms to any affiliate or successor in interest.
12.5. Any notices or other communications required or permitted under these Terms shall be in writing and delivered by email, courier, or certified mail to the addresses specified by the parties in the PO or as otherwise agreed upon in writing by both parties.
13. Amendments
13.1. No amendment or modification of these Terms shall be effective unless it is in writing and signed by both parties. Any changes to a PO must also be in writing and agreed upon by both parties.
14. Survival
14.1. The provisions of these Terms that by their nature are intended to survive the termination or expiration of the contract, including but not limited to confidentiality, intellectual property, indemnification, and governing law, shall survive such termination or expiration.
15. Insurance
15.1. The Supplier shall maintain adequate insurance coverage, as required by law or as reasonably deemed necessary by ATKASA, to cover its potential liabilities arising from the performance of its obligations under these Terms and the PO. The Supplier shall provide ATKASA with proof of such insurance upon request.
16. Compliance with Laws
16.1. The Supplier shall comply with all applicable laws, regulations, and industry standards in the performance of its obligations under these Terms and the PO. This includes, but is not limited to, compliance with anti-corruption, anti-bribery, and anti-discrimination laws, as well as data protection and privacy regulations.
17. Subcontracting
17.1. The Supplier shall not subcontract any part of its obligations under these Terms and the PO without the prior written consent of ATKASA. If ATKASA grants consent, the Supplier shall remain fully responsible for the performance of its subcontractors and shall ensure that they comply with all provisions of these Terms applicable to the Supplier.
18. Counterparts
18.1. These Terms may be executed in any number of counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument.
19. No Third-Party Beneficiaries
19.1. Nothing in these Terms or the PO is intended to, or shall be deemed to, confer upon any person other than the parties and their respective successors and permitted assigns any rights, benefits, or remedies of any nature whatsoever under or by reason of these Terms.
20. Headings
20.1. The headings in these Terms are for reference purposes only and shall not affect the interpretation or construction of these Terms.
By quoting and accepting a PO from ATKASA – Digital Agency, the Supplier agrees to be bound by these Supplier Terms and Conditions.