1. Payment :

1.1 - Barrownz Group will submit the invoice for fees or expenses for services performed and the applicable documentation to the Customer(s) or Client(s). Unless otherwise specified in the Statement of Services or Statement of Work(s), the charge or expenses invoiced in accordance with this section, except for any amount disputed, shall be payable by Customer(s) within sixty (60) days of receipt of each invoice.

1.2 - If Customer(s) in good faith believe there is a dispute concerning the accuracy or applicability of any invoiced amount, it will notify Barrownz Group of the nature of such dispute and will provide detailed support for such dispute within ten (10) business days after giving notice. Customer(s) shall pay all undisputed amounts to Barrownz Group.

2. Fees Expenses, Taxes and Records :

2.1 - Fees -

(a) Customer(s) agrees to invoice Barrownz Group monthly in arrears, for the services and deliverables provided to Customer(s) by Barrownz Group in the country’s currency and in accordance with the schedule of payments set forth in the payment schedule attachment to each Statement of Service or Statement of Work(s).

2.2 - Expenses

Barrownz Group shall invoice Customer(s) monthly in arrears for those expenses incurred as a result of performing the services, which are specifically set forth as authorized by Customer(s) in the payment schedule attachment to the Statement of Services and Statement of Work(s).

2.3 - Taxes

Customer(s) agrees to pay any sales or use taxes, if any, imposed by any state or local taxing jurisdiction on or with respect to the performance by Barrownz Group.

2.4 - Records

Barrownz Group shall maintain complete and accurate accounting records in accordance with generally accepted accounting principles, substantiating Customer(s) fees and expenses.

3. Approval Process :

Customer will have seven (7) days following receipt of the Services or Deliverable (“Acceptance Period”) to complete acceptance tests as per acceptance criteria agreed in the SOW (“Acceptance Criteria”). If no notice of non-conformance to Acceptance Criteria is reported during the Acceptance Period, Deliverables or Services are deemed accepted by the Customer.

4. Confidentiality :

Confidential information shall mean any information disclosed by one party to the other party, in any form, including without limitation documents, business plans, source code, software, technical/financial/marketing/customer/business information, specifications, analysis, designs, drawings, data, computer programs, and any information relating to personnel or Affiliates of a party, and include information disclosed by third parties at the direction of a Disclosing Party and marked as confidential within fifteen (15) days of such disclosure. Confidential Information shall, however, exclude any information which:

1. Is/was publicly known or comes into the public domain;
2. Is received by the Receiving Party from a third party, without breach of this Agreement;
3. Was already in the possession of the Receiving Party, without confidentiality restrictions, at the time of disclosure by the Disclosing Party;
4. Is permitted for disclosure by the Disclosing Party in writing;
5. Independently developed by the Receiving Party without use of Confidential Information;
6. Is required to be disclosed by the Receiving Party pursuant to any order or requirement from a court, administrative, or governmental agency, provided that the Receiving Party shall give the Disclosing Party prompt written notice of such order or requirement and an opportunity to contest or seek an appropriate protective order.

The Receiving Party agrees not to use any Confidential Information for any purpose except for conducting business with the Disclosing Party, or as otherwise agreed in writing.

5. Intellectual Property Rights :

Customer(s) shall own all rights, title, and interest in and to the Deliverables. The rights, title, and interest in and to the Deliverables shall be granted to the Customer only upon receipt of full payment by the Consultant. To the extent that the Deliverables incorporate Consultant pre-existing intellectual property (“Consultant Pre-existing IP”), and such Consultant Pre-Existing IP is necessarily required for the proper functioning of the Deliverables, the Consultant grants to Customer a perpetual, non-exclusive, worldwide, transferable, royalty-free license to use such Consultant Pre-Existing IP solely along with the Deliverables.

6. Warranties :

6.1-

Barrownz Group represents and warrants that for ninety (90) days after the final acceptance, Customer(s) shall not claim further changes in their services or product delivered by Barrownz Group. Any modification to or change in deliverables not made or approved by Barrownz Group is excluded from this warranty.

6.2- Additional Warranties –

In the Statement of Service or Statement of Work(s), the parties may agree upon warranties that will apply to deliverables to be provided under the Statement of Services.

6.3-

Except as expressly stated in this Agreement, the parties disclaim all warranties of any kind, implied, statutory, or in any communication between them, including, without limitation, the implied warranties of merchantability, non-infringement, title, and fitness for a particular purpose.

7. Limitation of Liability :

In no event will either party be liable for consequential, incidental, indirect, punitive, exemplary, or special damages, however caused and based on any theory of liability arising out of or relating to this Agreement, even if a party has been advised of the possibility of such damages. Barrownz Group’s aggregate liability hereunder shall not exceed the amount paid hereunder by Customer(s).