Terms & Conditions

The Purchase Order ("PO") constitutes an offer by geniant to purchase the Products and/or Services subject to the conditions set forth herein or in any PO (the "Conditions"). If the PO has been issued in response to Consultant's proposal (and/or based on an agreed price list), and if any of these Conditions add to or vary from or conflict with any terms of Consultant's proposal, then the issuance of this PO by geniant shall constitute an acceptance of Consultant's proposal subject to the express conditions that Consultant acknowledges and accepts the additional, different and conflicting terms detailed herein and acknowledges that this PO constitutes the entire agreement between Consultant and geniant with respect to the subject matter hereof and the subject matter of Consultant's proposal. No variation to the PO or to these Conditions shall be binding unless agreed in writing between geniant and the Consultant. In the event that the parties execute an additional agreement or document relating to this PO, then these Conditions shall be supplemental to the terms of such agreement but in an event of inconsistencies, the terms of the agreement shall prevail.

Consultant warrants that it has the right to provide the Products and/or Services in accordance with this PO. In the provision of the Products and/or services under the respective PO and in every activity connected therewith, Consultant shall fully comply with all applicable federal, state, and local laws including the procurement of any necessary permits and licenses in the relevant jurisdiction. Consultant expressly warrants that all Products and Services supplied to geniant pursuant to this PO shall conform to the specifications, drawings or other descriptions upon which this PO is based and will be of new manufacture, good workmanship and materials, free from design defect, claim, encumbrance or lien. Consultant warrants that the Services shall be performed in a professional and workmanlike manner and with the best care, skill and diligence consistent with best practice in the Consultant's industry, profession and trade. Consultant further warrants that the Products and/or Services supplied under this PO and their use shall not infringe any copyright, patent, trademark, commercial secret or any other third party's proprietary rights.

If Consultant fails to meet agreed schedules or to deliver the service to geniant's satisfaction, geniant shall be entitled to cancel this PO or delay payment and Consultant shall have no rights or claims against geniant. Partial deliveries are not permitted without geniant's prior written consent. Risk and title to the Products shall pass to geniant upon the completion of delivery. If payment for the Products is made prior to delivery, the title shall pass to geniant on the day of payment.

All materials including any specifications, plans, data, reports or other information relating to the Products and/or Services supplied by geniant as part of the Services shall be the exclusive property of geniant and shall only be used for the purposes of performing the Services. geniant shall have full and exclusive right, title and interest in and to all documents, deliverables, materials, computer programs, or any other works made, designed or conceived by Consultant and/or its employees arising out of or relating to the provision of the Services and/or Products ("Work Product"). Consultant and its employees hereby transfer and assign all rights, title and interest in and to any such Work Products to geniant (or its designee).

Consultant shall formally confirm acceptance of PO within 5 business days of receipt. Any invoice issued by Consultant must reference the applicable PO. Invoices which do not reference the applicable PO will be considered null and void and will not be paid. Unless otherwise stated in the PO, the prices specified are inclusive of all boxing, packing, crating, loading and transportation costs, fees, levies and insurance. All payment for undisputed invoices shall be as per geniant payment policy and cycle. All fees under these Conditions are inclusive of any and all taxes and charges imposed or levied by any governmental agency except value added tax, sales tax, goods and services tax and similar indirect taxes, if applicable.

GENIANT SHALL NOT BE LIABLE TO THE CONSULTANT OR ANY THIRD PARTY UNDER ANY THEORY OF LIABILITY, WHETHER BASED IN CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY, OR OTHERWISE FOR ANY SPECIAL, INCIDENTAL, INDIRECT, CONSEQUENTIAL OR EXEMPLARY DAMAGES ARISING OUT OF OR IN ANY MANNER RELATED TO THIS PO OR THE SUBJECT MATTER HEREOF. UNDER NO CIRCUMSTANCES SHALL GENIANT'S AGGREGATE LIABILITY EXCEED FIFTY PERCENT (50%) OF THE FEES ACTUALLY PAID UNDER THE RELEVANT PO OR ORDER DURING A PERIOD OF SIX (6) MONTHS PRECEDING THE EVENT GIVING RISE TO SUCH LIABILITY.

Consultant shall defend, indemnify and hold harmless geniant and its respective directors, officers, employees, and affiliates from and against any and all claims, actions, demands, legal proceedings, judgments, liabilities, loss, damages, costs or expenses, including reasonable attorneys' fees, arising out of or in connection with: (a) infringement of any intellectual property right of any third party; (b) claims for death, personal injury or property damage related to the Products and/or Services; (c) breach of any of Consultant's warranties; (d) breach of confidentiality obligations; (e) any violation of applicable laws; or (f) willful, unlawful or negligent acts or omissions of the Consultant.

Consultant shall, at no cost to geniant, maintain complete and accurate records sufficient to substantiate the accuracy of invoices given to geniant for the Products and/or Services provided under this PO. Consultant will provide geniant, its agent, or authorized representative access to such records as reasonably necessary to verify the accuracy of invoices or to enable geniant to meet applicable legal requirements.

It is understood and agreed that Consultant's employees shall perform the Services as employees of Consultant and that Consultant performs the Services as an independent contractor. There shall be no employer/employee relationship between Consultant and geniant. Consultant's employees shall have no claim upon geniant in respect of annual leave, public holidays, sick leave, or otherwise in respect of any claims under any relevant employee protection legislation.

Consultant and any third party on its behalf shall maintain all oral or written information delivered to it with respect to a PO in full confidentiality. This obligation shall remain in force until the confidential information becomes public knowledge or upon receiving geniant's written approval for its release. Consultant must not make any use of geniant's brand without prior approval. Consultant will be fully responsible for any information security incident caused by its employees, consultants and subcontractors.

geniant may, at its sole discretion, provide Consultant and/or its employees hardware and/or other equipment for performing the Services. All ownership and rights in any such equipment shall belong strictly to geniant and will not pass to Consultant. Consultant shall be fully responsible and liable for any damage caused to the equipment. Upon geniant's request or termination of the respective Service, Consultant shall immediately return all equipment to geniant.

Consultant's rights and obligations under a PO shall not be assigned, in whole or in part, to any third party without geniant's prior written consent. If geniant consents to any assignment or subcontract, Consultant shall remain liable and responsible for all of its obligations hereunder. geniant may subcontract and/or assign any of its rights or obligations hereunder to any geniant affiliate.

Consultant shall obtain and maintain all applicable and appropriate insurance, including without limitation workers' compensation, employers' liability, errors and omissions, professional liability and commercial general liability insurance, in an amount consistent with Consultant's industry practice. Each policy shall name geniant as a loss payee or additional insured, as appropriate.

This Agreement shall be governed by the laws of the state of Texas without regards to its choice of law provisions, and venue for any controversy between the parties is exclusively vested in the state and federal courts located within Dallas County, Texas.