Effective Date: [●]
This Master Service Agreement (“Agreement” or “MSA”) is entered into by and between NetForChoice (“Service Provider”) and the entity executing or accepting this Agreement (“Customer”).This Agreement governs the terms and conditions under which the Customer shall avail cloud, data center, hosting, colocation, managed, and related services provided by NetForChoice.
Unless the context otherwise requires, capitalized terms used in this Agreement shall have the meanings assigned to them below. Words importing the singular shall include the plural and vice versa.
NetForChoice shall provide the Services strictly in accordance with the specifications, configurations, and scope defined in the applicable Purchase Orders.
Services may include, without limitation, cloud computing resources, managed hosting, colocation facilities, power and cooling, network connectivity, security services, monitoring, and technical support.
Each Purchase Order forms part of this Agreement. In the event of any conflict, the following order of precedence shall apply:
The Customer may request changes to the Services through a written request. NetForChoice shall evaluate the technical, commercial, and operational impact of such change and may issue a revised Purchase Order or Change Order.
No change shall be effective unless mutually agreed in writing.
Certain Services may be subject to a minimum commitment or lock-in period. The Customer acknowledges that early termination may cause commercial loss to NetForChoice.
In case of termination during the lock-in period, the Customer shall be liable to pay early termination charges equivalent to the Fees payable for the remaining period.
Fees shall be invoiced in advance unless otherwise agreed. All invoices shall be payable within thirty (30) days from the invoice date.
NetForChoice reserves the right to charge interest on overdue payments at the rate of 2% per month or the maximum permitted by law.
All Fees are exclusive of applicable taxes, duties, or levies, which shall be borne by the Customer.
The Customer shall be solely responsible for:
Customer agrees to comply with the Acceptable Use Policy at all times. NetForChoice may update the AUP to address evolving security and regulatory requirements.
Each Party shall protect Confidential Information with reasonable care and shall not disclose it except where required by law or permitted under this Agreement.
NetForChoice may suspend Services immediately if:
NetForChoice Solution Pvt. Ltd. (“NetForChoice” or “NFC”) shall implement commercially reasonable administrative, physical, and technical safeguards designed to protect Customer Data against unauthorized access, accidental loss, alteration, or disclosure, in accordance with applicable data protection and information security laws.
The Customer acknowledges that, due to the nature of cloud, hosting, and infrastructure services, no system can be guaranteed to be completely secure or free from vulnerabilities. NetForChoice does not warrant absolute security of Customer Data.
Except where the Services expressly include managed backup solutions, the Customer remains solely responsible for maintaining independent backups, business continuity plans, and disaster recovery mechanisms for its data, applications, and systems.
In case of colocation-only services, the Customer acknowledges that NetForChoice does not access, control, or process Customer Data stored on Customer-owned equipment, and accordingly shall not be responsible for the content, integrity, or confidentiality of such data.
Each Party (“Indemnifying Party”) agrees to defend, indemnify, and hold harmless the other Party (“Indemnified Party”), including its directors, officers, employees, and affiliates, from and against any third-party claims, damages, penalties, losses, costs, or expenses (including reasonable legal fees) arising out of:
The Indemnified Party shall promptly notify the Indemnifying Party of any such claim and shall reasonably cooperate in the defense, at the Indemnifying Party’s expense.
To the maximum extent permitted by Applicable Laws, neither Party shall be liable to the other for any indirect, incidental, consequential, special, punitive, or exemplary damages, including loss of profits, revenue, data, goodwill, or business opportunities, even if such damages were foreseeable.
NetForChoice’s total cumulative liability arising out of or relating to this Agreement or the Services, under any theory of law, shall not exceed the total Fees actually paid by the Customer for the affected Services during the twelve (12) months immediately preceding the event giving rise to the claim.
The Parties agree that service credits, if any, provided under the SLA shall constitute the Customer’s sole and exclusive remedy for service availability or performance failures.
This Agreement shall commence on the Effective Date and shall continue in force until terminated in accordance with this Clause or the applicable Purchase Order.
Either Party may terminate this Agreement for convenience by providing not less than ninety (90) days’ prior written notice to the other Party.
Either Party may terminate this Agreement immediately upon written notice if the other Party commits a material breach and fails to cure such breach within the applicable cure period specified in the relevant Purchase Order or Addendum.
Upon termination or expiry of this Agreement, the Customer shall:
NetForChoice may permanently delete Customer Data after the data retrieval window, subject to Applicable Laws, and shall not be liable for any loss of such data thereafter.
Termination shall not affect rights or obligations accrued prior to the effective date of termination, including payment obligations, indemnities, and limitation of liability.
The Services are provided on an “AS IS” and “AS AVAILABLE” basis. Except as expressly stated in writing, NetForChoice disclaims all warranties, whether express, implied, statutory, or otherwise, including warranties of merchantability, fitness for a particular purpose, non-infringement, or uninterrupted availability.
NetForChoice does not warrant that the Services will be error-free, secure at all times, or compatible with all Customer applications, systems, or environments.
Neither Party shall be liable for failure or delay in performance of its obligations (other than payment obligations) due to events beyond its reasonable control, including but not limited to acts of God, natural disasters, epidemics, war, terrorism, riots, strikes, government actions, power failures, or network outages (“Force Majeure Event”).
The affected Party shall promptly notify the other Party of the Force Majeure Event and shall use commercially reasonable efforts to resume performance as soon as practicable.
This Agreement shall be governed by and construed in accordance with the laws of India, without regard to its conflict of laws principles.
Subject to amicable resolution efforts, the courts located in New Delhi / Noida shall have exclusive jurisdiction over any disputes arising out of or in connection with this Agreement.
