SERVICE LEVEL AGREEMENT
This Service Level Agreement (“Agreement”) is entered into on this 15 thnov2025(hereinafter,
the “Effective Date”)
BY AND BETWEEN
UNIQUETECH SERVICES PVT. LTD, a private limited company, incorporated
under the Indian Companies Act, 2013, having its registered address at Plot No. 191,
Industrial Area Phase- II Chandigarh 160002, IN (hereinafter referred to as the “Company”,
which expression shall, where the context admits, include its successors and permitted
assigns) of the ONE PART;
AND
TULJABHAWANI SUGAR PVT. LTD, a company incorporated under the
companies Act of 2013 and having its registered office at Unit-l Address Adgaon (Darade),
Tal: Selu, Dist: ParbhaniPin Code: 431 503(hereinafter referred to as ‘Client', term shall,
unless it be repugnant to the context of meaning thereof, mean and include its executors,
successors and permitted assigns) OF THE SECOND PART.
The Company and the Client shall hereinafter be referred to individually as a “Party”
and collectively as “Parties”, as the context so requires.
RECITALS
WHEREAS the Company is in the business of providing Services relevant for the
Client;
AND WHEREAS, the Client is desirous of engaging the Company to perform the
Services for it and the Company agrees to perform such Services on the terms and conditions
set forth herein.
AND WHEREAS, the Company and the Client agree that this Agreement shall apply
to all such future services unless otherwise agreed to by the Parties in writing.
AND WHEREAS, the Company agrees to provide Operation and Maintenance
(O&M) Services for the complete sugar factory, including two primary departments:
i. Mill House
ii. Boiling House
These services include the provision of technical and non-technical staff for both off-
season and season periods,
THEREFORE, in consideration of the mutual covenants contained herein and other
good and valuable consideration, the receipt and sufficiency of which is hereby
acknowledged, the Parties agree as follows:
1. SERVICES
The Company agrees to perform the Services for the Client in accordance with the terms of
this Agreement.
2. COOPERATION
The Client shall assist the Company in the performance of its obligations under this
Agreement and shall undertake the responsibilities specified in this Agreement at its own
expense. The Client shall make available to the Company a designated representative
(hereinafter “Client’s Representative”), and the Company shall make available to the Client a
designated representative (hereinafter “Company’s Representative”), who shall be authorized
to make binding decisions for the Client regarding the obligations which are the subject of
this Agreement, and shall perform or have performed other duties and requirements of the
Client as set forth in this Agreement or communicated in writing in the manner set out herein
below, and promptly assist the Company with any and all of its requirements without demur
or delay.
3. RELIANCE
The Client understands that the Company shall rely upon the Client’s Representative
as having the authority specified in Section 2 herein and that all official communications
from the Company to the Client shall be addressed to the Client’s Representative.
Furthermore, any and all decisions and directions issued by the Client's Representative will
be treated as having the full knowledge and authority of the Client, and the Client shall be
bound to honor the same. The Client shall not be entitled to refuse or take issue with any
Services provided pursuant to valid instructions received from the Client's Representative.
Further, notwithstanding anything contained herein below, the Company shall in no manner
be responsible for the failure of the Services to achieve the desired outcome should the
instructions provided rendered by improperly implemented or improperly communicated by
the Client’s Representative or any other employee / agent / representative / assignee of the
Client.
The Company is fully responsible for the failure of any Service to achieve or the
intended outcome if that Service is relevant to any of Indian legislations which the company
is familiar with or in case of failure of Services as a result of an under-qualified third party
assigned by the Company.
4. COMMENCEMENT OF SERVICES
1. The Agreement shall come into force from the effective date i.e.,15 thNov 2025
the date of signing this Agreement.
2. This agreement is valid from November15th, 2025, to Oct 31, 2026.
5. RIGHTS, DUTIES, AND OBLIGATIONS OF THE PARTIES
1. Upon signing up for the service, the Client shall be provided the necessary
information which shall enable the company to perform its obligation.
2. The Company shall provide updates on the progress of the service to the client
on a regular basis.
6. WORK PROVISIONS
1. Independent Contractor: For all purposes hereof and in the performance of its
obligations under this Agreement, the Company is and shall remain an
independent contractor and nothing in this Agreement shall be deemed or
construed to create an employer/employee, joint venture or partnership
relationship between the Company and the Client. Nothing herein shall be
deemed or construed to create an employment relationship between the Client
and any employee, agent or independent contractor of the Company. Neither
Party shall have any authority to insure any obligations on behalf of the other
Party or to make any promise, representation or contract of any nature on
behalf of the other Party. It is also confirmed that no relationship akin to
agency is created between the Client and the Company.
2. Non-Exclusivity: The Client recognizes that the Company shall under separate
agreements for the purpose of performing same/similar services from time to
time for other individuals and entities, some of whom might be in direct
competition with the Client, and this Agreement shall not in any manner
prevent the Company from performing such same/similar Services for such
other individuals or entities, or prevent the Company from entering into
similar relationships with such individuals / entities. Provided however, that
the Confidential Information (as defined herein below) of the Client shall be
kept Confidential at all times.
3. Indemnity:The contractor shall indemnify and hold the owner harmless from
any claims, losses, or damages arising from non-compliance with statutory
provisions, negligence, or willful misconduct by the contractor or its
employees.
4. Completion/Renewal: The Company shall consider its obligations under the
Agreement complete shared to the client for providing the Service and this
Agreement shall be renewed on the same terms or on different terms upon
mutual consent between the Parties.
7. WARRANTIES
1. Warranty of Authority
Each Party warrants that it is authorized to enter into this Agreement
and to perform its obligations hereunder, and that its performance hereunder
shall not conflict with, limit or be contrary to any other agreement.
2. Warranty of Services
i. Professional Manner: The Company warrants that all Services will be
performed in a professional manner using qualified professional
personnel.
ii. No Infringement: The Parties represent and warrant that their
disclosure and delivery of any deliverable, information, documents,
software and other materials, and use thereof, as contemplated by this
Agreement, will not knowingly infringe or violate any proprietary right
of any third party, including, without limitation, any copyright, trade
secret or design rights.
9. Non-interference with Business
Unless otherwise expressly agreed to by the Parties, the parties agree not to,
directly or indirectly solicit or induce or attempt to persuade any employee,
independent contractor, vendor, supplier, outsourced third-party, director or other
participant of each other to terminate an employment, contractual or other relationship
with the Company, or to enter into a relationship with such individuals or into any
business organization in which such individuals may be directly or indirectly
involved. The term “enter into a relationship” shall include, but not be limited to,
acting as a paid or unpaid director, officer, agent, employee of, or consultant to, or
acting or participating as owner, partner, manager, member, or shareholder. During,
and for a period of two years immediately following termination / expiry of this
Agreement, the Parties further agrees not to (a) directly or indirectly contact any
person or entity disclosed by the either party for the purpose of taking advantage of a
business opportunity without the prior written approval of each other; (b) otherwise
circumvent a relationship with each other or establish a relationship with a party with
whom the either party already has a relationship or foreseeable relationship, and with
whom either party has never had a relationship; or (c) seek to establish any rights,
including but not limited to intellectual property rights, anywhere in the world in
conflict with either party’s pre-existing intellectual property or proprietary rights
herein or hereinafter established.
10. Warranties in Relation to the Service
The warranties set forth in this agreement are exclusive and are in lieu of all
other warranties, express or implied, including but not limited to, the implied
warranties of merchantability and fitness for a particular purpose. Except when
otherwise stated in writing the services, the services provided under the terms of this
agreement thereto are provided to the client on an "as is" basis that is without
warranty of any kind, either expressed or implied.
The client expressly understands and agrees that all services delivered by the
company have been designed solely based on client inputs, and based on the
information and details communicated to the company by the client, and as such, the
client shall assume absolutely no liability whatsoever in relation to the same.
the client shall not be responsible for any Indian legislations reviewed by the
company. The client shall at all times be indemnified by the company for any loss or
harm including without limitations to reasonable fees in case of poor quality
services/products or harm that might arise due to failure of the company to clearly
request for the relevant documents from the client or due to selection of under-
qualified vendors or third parties. However, in the event any 3rd party vendor has
been agreed to and closed by the client upon full satisfaction of the client, the
company shall not be held responsible.
Except as otherwise stated above, neither party makes any warranties of any
kind or nature, whether express or implied, including, but not limited to, warranties
related to information or business advice provided, warranties related to outcomes
based on information or advice provided, warranties of merchantability or
mercantile quality, warranties of fitness for a particular purpose or use, warranties or
conditions arising by statute or otherwise in law, or warranties of any products or
services provided by third party vendors.
The parties agree that neither party’s liability for damages from any cause of
action whatsoever, regardless of the form of action, will exceed the fees paid or to be
paid by client pursuant to the services rendered by the company under this agreement.
In no event shall either party be liable for lost profits or any indirect, incidental,
consequential or special damages of any nature whatsoever, including, without
limitation, damages arising from loss of use of any services, lost profits or revenue.
Provided however that the client shall indemnify and keep indemnified the company
in relation to any claim or demand by any third person, arising out of or related to the
agreement or the performance or breach thereof, included any and all legal expenses
incurred by the company in this respect.
11. PAYMENT
i. Payment
The prices are fixed and firm, except for any variations due to the length of the
crushing season. Prices are inclusive of all To and Fro charges for contractor's
manpower, with any statutory deductions to be borne by the contractor.
ii. Additional Expenses:
In the event that the Client is desirous of availing of any additional
services not provided by the Company, the Company may engage a third party
independent contractor to perform such activities / create such deliverables on
the approval and satisfaction of the Client, provided however that the Client
shall make payment of 100% (One Hundred Percent) of the invoiced amount
for such additional services / deliverables prior to work on the same being
initiated by such third party contractor of the Company. The Parties expressly
agree that for the purpose of the Agreement, such additional work will for all
purposes by treated as a separate and distinct agreement and shall not be
associated with Services under the Agreement in any manner whatsoever.
Further the Client expressly agrees and acknowledges that the Company shall
be in no manner responsible for the actions of such third party, or for the
quality of the services / deliverables provided by such third party.
iii. Taxes:
GST at 18% and other statutory levies are extra at actuals. The contractor is
responsible for ensuring compliance with all GST-related rules, including
providing documentation for ITC benefits.
iv. Payment Terms
a. Payment Schedule: The client agrees to make a one-month advance payment of
theMonthly Budget.(Note: Advance payment will be adjusted in the last month of the
crushing season, and accounts will be settled mutually.)
b. Payment Timeline: Payment shall be made within 3rd days of submission of the
invoice via Cheque, Net Banking, or Online Payment in favor of UNIQUETECH
SERVICES PRIVATE LIMITED, payable at Chandigarh
12. TERM AND TERMINATION
1. This Agreement shall subsist for a period as mentioned in the agreement
during the initial engagement of the Services and shall be renewed upon
mutual consent of parties
2. Either party reserves the right to terminate this agreement with prior written
notice of 30 days to the other party. In such an event, all obligations and
responsibilities under this agreement shall cease from the effective date of
termination. However, any unpaid dues or invoices accrued until the
termination date shall remain enforceable and must be cleared within the
stipulated TAT.
13. LIMITATION OF LIABILITY
Except with respect to the parties’ indemnification obligations, neither party shall be
liable to the other for any special, indirect, incidental, punitive, or consequential damages
arising from or related to this agreement, including bodily injury, death, loss of revenue, or
profits or other benefits, and claims by any third party, even if the parties have been advised
of the possibility of such damages. The foregoing limitation applies to all causes of action in
the aggregate, including without limitation to breach of contract, breach of warranty,
negligence, strict liability, and other torts.
14. CONFIDENTIALITY
1. Confidential Information: In connection with this Agreement, each party may
disclose, or the each of the parties may learn of or have access to, certain
confidential proprietary information owned by the other party or its affiliates,
business partners or clients (“Confidential Information”). Confidential
Information includes, but is not limited to, any artifacts, tools, methods, data
or information, oral or written, that relates to either party or any of the parties
existing or contemplated business activities, technology, developments,
software, methods, trade secrets, and clients. Confidential Information also
includes the terms of this Agreement, Schedules, and Services & Deliverables.
2. Public Domain: Notwithstanding the foregoing, Confidential Information is
deemed not to include information that: (i) is publicly available or in the
public domain at the time disclosed, (ii) is or becomes publicly available or
enters the public domain through no fault of the disclosing party, (iii) is
rightfully communicated to the disclosing party by persons not bound by
confidentiality obligations with respect thereto, (iv) is already in the receiving
party’s possession free of any confidentiality obligations with respect thereto,
(v) is independently developed by either party without use of any Confidential
Information or (vi) is approved for release or disclosure by the either party in
writing without restriction.
3. Limitation of Disclosures: The Client shall use the Confidential Information
only for the Purpose and not disclose any or part or summary or extract of the
Confidential Information to any third party, without the Company’s prior
written consent, which prior consent the Company may refuse to give without
assigning any reasons. The Client shall hold and keep in strictest confidence
any and all Confidential Information and shall treat the Confidential
Information with at least the same degree of care and protection as it would
treat its own Confidential Information. The Client shall, immediately upon
request by the Company, deliver to the Company, all the Confidential
Information that has been disclosed to the Client, including all copies (if any)
made in terms of these. The Client shall not commercially/non-commercially
use or disclose any Confidential Information or any materials derived
therefrom to any other person or entity other than persons in the direct
employment/ engagement of the Client and who have a need to have access to
and knowledge of the Confidential Information solely for the Purpose as
defined above, and such persons are under similar obligation of confidentiality
and non-disclosure as these presents.
4. The Parties further acknowledge and agree that no representation or warranty,
express or implied, is or will be made, and no responsibility or liability is or
will be accepted by either Party, or by any of its respective directors, officers,
employees, agents or advisers, as to, or in relation to, the accuracy of
completeness of any Confidential Information made available to the other
Party or its advisers; it is responsibility of each party for making its own
evaluation of such Confidential Information.
5. Publicity: Notwithstanding anything to the contrary in the Agreement, each
party shall be permitted to disclose in summary form the nature of the work
performed for it by the other party. Such disclosure may include a brief
description of the Services, but the disclosing party shall not disclose the
Confidential Information of the other party or otherwise result in any breach of
any other term of this Agreement.
15. NON-CIRCUMVENTION OBLIGATION OF THE CLIENT
1. The Client hereby agrees that Company may introduce (whether by written,
oral, data, or other form of communication) the Client to one or more of
Company’s employees, consultants and affiliates who are involved in the
execution of Company’s services.
2. The Client further acknowledges and agrees that the identity of its employees,
consultants and affiliates, and all other information concerning any Personnel
(including without limitation, all mailing information, phone and fax numbers,
email addresses and other contact information) introduced hereunder are the
property of Company, and shall be treated as confidential information by the
Client, its affiliates, officers, directors, shareholders, employees, agents,
representatives, successors and assigns.
3. The Client shall not use such information, except in the context of any
arrangement with Company in which Company is directly and actively
involved, and never without Company’s prior written approval.
4. The Client further agrees that neither it nor its employees, affiliates or assigns,
shall enter into, or otherwise arrange (either for it/him/herself, or any other
person or entity) any business relationship, contact any person regarding such
Personnel, either directly or indirectly, or any of its affiliates, or accept any
compensation or advantage in relation to such Personnel except as directly
though Company, without the prior written approval of Company.
5. Company is relying on the Client’s assent to these terms and their intent to be
bound by the terms by evidence of their signature. Without the Company’s
signed assent to these terms, Company would not introduce any of its
personnel or disclose any confidential information to the Client for the
purpose of execution of any of its services.
16. GENERAL PROVISIONS
1. Notices: All notices required shall be in writing and shall be effective on the
date of mailing to the Parties sent via electronic mail or any mutually agreed
upon international courier agency, addressed to the designated representatives
of the Parties. Either Party may change its notice method by giving the other
Party written notice in the manner set forth above.
2. Severability: Each provision of this Agreement shall be interpreted in such a
manner as to be effective and valid under applicable law. The invalidity or
unenforceability of any provision of this Agreement shall in no way affect the
validity or enforceability of any other provision hereof. Any invalid or
unenforceable provision shall be deemed severed from this Agreement and the
balance of this Agreement shall be construed and enforced as if this
Agreement did not contain the particular provisions(s) held to be invalid or
unenforceable.
3. Waiver: The waiver of a breach of this Agreement or the failure of a Party to
exercise any right under this Agreement shall in no event constitute a waiver
as to any other breach, whether similar or dissimilar in nature, or prevent the
exercise of any right under this Agreement.
4. Force Majeure: Neither Party shall be responsible for any failure to perform,
or delay in performing any of its obligations under this Agreement, where and
to the extent that such a failure or delay results from causes outside the control
of such Party. Such causes shall include, without limitation, delays caused by
the other party, acts of God or of the public enemy, acts of the government in
its sovereign or contractual capacity, fires, floods, epidemics, quarantine
restrictions, freight embargoes, strikes, civil commotion, or the like.
5. Headings: Section headings in this Agreement are merely for the convenience
of the Parties and should not be construed as having any special meaning or
importance.
6. Penalties: If the company violates the terms of this SLA or fails to meet
performance standards, in case of non-completion of work, the owner reserves
the right to assign the work to another agency at the contractor's cost.
7. Manpower and Discipline:The Company is responsible for providing skilled
and unskilled manpower, maintaining discipline, and ensuring compliance
with health, safety, and workplace norms. All manpower remains under the
contractor's supervision, with no employer-employee relationship with the
owner.
8. Accommodation and Facilities: The factory will provide accommodation,
including a room, electricity, water supply, and basic facilities, for the
contractor's staff.
9. Safety Equipment and Tools: The factory is responsible for providing safety
equipment, tools, and machinery required for the work, excluding heavy
machinery damages caused by accidents.
10. Statutory Approvals:The Company is responsible for obtaining all necessary
statutory licenses, permissions, approvals, and NOCs required for the
execution of services.
11. Assignment and Sub-Contracting:The Company shall not assign or sub-
contract the work without prior written consent from the owner. The contractor
remains responsible for all acts of its subcontractors and employees.
12. Records Keeping: The Company shall maintain accurate records and make
them available for inspection as required by law or the owner. The contractor
shall indemnify the owner for any liabilities arising from non-compliance with
statutory requirements.
13. Governing Law: This Agreement shall be deemed executed inChandigarhand
shall be governed by the laws of India. For purposes of enforcement of
arbitration awards, equitable relief, or if for any other reason litigation is
permissible under this agreement, each party hereby irrevocably agrees to the
personal jurisdiction and venue of the courts at Chandigarh, India
14. Survival: All provisions of this Agreement, hereto which by their terms or
nature are intended to survive expiration or termination of this Agreement
shall survive indefinitely.
15. Entire Agreement: This Agreement supersedes all prior oral or written
representations, communications, or agreements between the Parties, and,
together with the Schedules hereto, constitutes the final and entire
understanding of the Parties regarding the subject matter of this Agreement.
Neither Party has relied on any such prior oral or written representations,
communications, or agreements.
16. Disputes: It is expressly agreed to by the Parties hereto that the formation,
interpretation and performance of this Agreement, and any disputes arising
there from will be resolved through a two-step Alternate Dispute Resolution
(“ADR”) mechanism.
i. Mediation: In case of any dispute between the Parties, the Parties will attempt to
resolve the same amicably amongst themselves, to the mutual satisfaction of both
Parties. In the event that the Parties are unable to reach such an amicable solution
within thirty (30) days of one Party communicating the existence of a dispute to the
other Party, the dispute will be resolved by arbitration, as detailed herein below;
ii. Arbitration: In the event that the Parties are unable to amicably resolve a dispute by
mediation, said dispute will be referred to arbitration by a sole arbitrator to be
appointed on the mutual consent of both parties, and the award passed by such sole
arbitrator will be valid and binding on both Parties. The guilty party shall bear the
entire cost of the proceedings. The arbitration shall be conducted in English, and the
seat of Arbitration shall be Chandigarh, India.
10. Amendments: This Agreement may be amended / modified with the mutual consent
of both Parties, by executing a fresh agreement containing such amendments /
modifications, or by one Party communicating the need for an amendment /
modification in writing, and the other Party accepting the same and communicating its
consent to the same in writing.
11. Execution: This Agreement may be executed (including by facsimile or internet-based
service) by one or more of the Parties on any number of separate counterparts. All of
such counterparts taken together shall be deemed to constitute one and the same
instrument, and (if by facsimile) each such facsimile shall have the same force and
effect as if an original.
12. The agreement will be applicable to all factory units of Lokmangal Group.
Quotations, annexures (scope of work), or work orders will be confirmed via official
email.
THIS SLA IS ISSUED DIGITALLY AND WILL BE VALID UPON THE
CONTRACTOR'S ACCEPTANCE VIA EMAIL. FAILURE TO COMMUNICATE
ANY OBJECTIONS WITHIN 3 WORKING DAYS WILL BE CONSIDERED AS
ACCEPTANCE OF THE TERMS.
IN WITNESS WHEREOF, each of the undersigned has duly executed this Agreement (or
caused this Service Level Agreement to be executed on its behalf by its officer or
representative thereunto duly authorized).
For the Company For the Client
Signature: __________________ Signature: __________________
Name: Name:
Designation: Designation:
Date: Date:
Aadhar No: Aadhar No: