Any terms and conditions contained in any invoice or other communication or documentation from Vendor with respect to the products or services subject the Purchase Order issued by Tufin Software Technologies Ltd., or Tufin Software North America Inc. (“Tufin”, as applicable), are hereby rejected by Tufin without need of further notice of objection and shall be of no effect or in no way binding upon Tufin.
General Terms and Conditions
SERVICES & DELIVERABLES. Supplier will provide Tufin with the services and/or the deliverables set forth on the Tufin PO pursuant to the scope of work and time table specified therein, and as instructed by Tufin’s representative from time to time. The services and/or the deliverables shall be provided exclusively through Supplier. Supplier shall perform the services diligently and competently, according to the highest industry standards and the specification set forth in the PO. Services commissioned by Tufin are deemed work made for hire, unless otherwise approved by Tufin in advance and in writing.
FEES AND INVOICES: Tufin will pay Supplier the fees for the products/services as described herein. Supplier will submit detailed invoices to the Tufin as agreed by the parties during the Term and will provide appropriate supporting documentation reasonably requested by Tufin. To be proper, an invoice must use the fees specified herein, be sent in accordance with the invoice schedule, if any, and to the invoice address specified herein, separately list each category of fees and taxes, reference the contract number and the appropriate Purchase Order (“PO”) Number. Invoices will only be submitted following Acceptance of the product/service as set out in the section below. Tufin will not be required to pay any invoice delivered more than ninety (90) days following Acceptance. Unless otherwise specified, all undisputed payments for products/services will be due sixty (60) days after Tufin’s receipt of Supplier’s invoice. Final payment shall not relieve Supplier of responsibility for faulty materials or workmanship. Supplier guarantees to repair or pay for any defects in materials and workmanship which shall appear within a period of one (1) year from the date of Acceptance of the products/services or any longer period as provided by statue or agreement of the parties.
INSPECTION AND ACCEPTANCE: Tufin shall at all times have access to the products/services being performed. All materials shall be new. All materials and workmanship shall be of good quality and shall be subject to approval or rejections for cause by Tufin. If Supplier has good reason for objecting to the use of any material or method of construction, it shall bring such objection to the attention of Tufin. Substitutions for specified equipment or materials must be approved by Tufin in advance and in writing. Following receipt of the products/services, Tufin shall have sixty (60) days to inspect the products/services (the “Acceptance Period”). If Tufin, at its sole and absolute discretion, finds the products/services to be acceptable, it shall notify Supplier thereof (“Acceptance”). If Tufin does not accept the product/service, either a) Supplier will correct the product/service in accordance with Tufin’s instructions (up to a reasonable number of fixing iterations) and the relevant Acceptance Period will start over; or b) Tufin may terminate the Agreement in accordance with the termination section above.
TAXES: Tufin will pay to Supplier any sales use, or transaction tax imposed by any appropriate government or government entity on or arising out of the delivery of products/services by Supplier. Tufin shall not be responsible for paying any other taxes or fees of Supplier, including licensing or business fees or assessments that are not specified by law as a sales or use tax. Once Tufin has paid such tax to Supplier, Tufin shall have no other responsibility with respect to such sales and use taxes and Supplier shall be responsible for promptly paying such tax to the appropriate taxing authority.
SUPPLIER’S WARRANTIES: Supplier represents and warrants that: (a) Supplier is financially solvent and has the ability to perform its obligations hereunder; (b) Supplier has not entered into and will not enter into any other agreement that limits Supplier’s ability to perform the products/services; (c) the products/services will meet the specifications set forth in the description of products/services; (d) the products/services will be provided by Supplier Personnel having the appropriate level skills and training; (e) Supplier will perform all products/services on time and in a professional and workmanlike manner; (f) Supplier shall issue any warranties or guaranties for equipment or materials used in the course of performance under this Agreement directly to Tufin, if possible and (g) the products/services do not breach any applicable law or third party intellectual property. If such warranties or guaranties cannot issue directly to Tufin, Supplier hereby assigns such warranties and guaranties to Tufin where assignable.
TUFIN’S WARRANTIES: Tufin represents and warrants that it is financially solvent and has the ability to perform its obligations hereunder.
LAWS AND PERMITS: Supplier shall; (i) comply with all laws of any government having appropriate jurisdiction over the parties and obligations considered under this Agreement, and to orders, regulations, directions, or requests of any such government;, and (ii) procure at its expense, all necessary permits, certificates or licenses required by all applicable laws, regulations, ordinances and rules and provide Tufin with copies of such permits, certificates and licenses upon request.
BACKGROUND CHECKS: To the extent permitted by law, Supplier will not assign any person to provide products/services without first performing a background check and inquiring into whether the person has a criminal felony conviction involving dishonesty or a breach of trust and documenting the results of the inquiry. If Supplier learns after assigning an individual to perform products/services that the individual has been convicted of such a felony, Supplier will promptly advise Tufin and remove the individual immediately. Supplier shall maintain and enforce a policy requiring its employees, agents, contractors, and permitted subcontractors who provide or affect any products/services or related functions under this Agreement to immediately disclose to Supplier any felony convictions or convictions of fraud, dishonesty, or financial crimes including identity theft or related events.
INDEMNIFICATION: To the maximum extent allowed by law, Supplier will indemnify and hold harmless Tufin and its directors, officers, employees, and agents (the “Indemnitees“), from and against any and all third party claims, losses, damages, suits, fees, judgments, costs and expenses (collectively referred to as “Claims“), including attorneys’ fees incurred in responding to such Claims, that the Indemnitees may suffer or incur arising out of or in connection with (a) Supplier’s negligence, willful misconduct, or breach of any representation, warranty, or other obligation under this Agreement; (b) Supplier’s failure to file or pay taxes, make contributions or other payments related to Supplier Personnel; (c) any claim that the products or services infringe any copyright, patent or other ownership rights of a third party, or misappropriates any trade secret (d) any claim that the products or services infringe any applicable law (d) any personal injury (including death) or (e) damage to property resulting from the Indemnitor’s or its agents’ acts or omissions. The Indemnitees will give prompt notice of any Claim to the Indemnitor, and the Indemnitor will defend the Indemnitees at the Indemnitees’ request.
INSURANCE: Supplier will at its own cost and expense obtain and maintain in full force and effect, with financially sound and reputable insurers, adequate liability insurance to cover Supplier’s obligations under this Agreement. Supplier shall maintain commercial general liability insurance, including automobile liability and comprehensive liability coverage, as well as Worker’s Compensation coverage as required by law. Tufin may require Supplier to obtain builder’s risk insurance, in the form commonly referred to as “”all-risk””, including flood and earthquake. Liability insurance shall have a combined single limit of at least $1,000,000 per occurrence for bodily injury, personal injury and property damage. Upon execution of this Agreement, Supplier will provide Tufin with a certificate of insurance evidencing the coverage required hereunder, naming Tufin, its officers, directors, employees and agents additional insured under all liability policies.
USE OF NAME AND PUBLICITY: Neither party will use the name, logo, trademark, trade name, or other marks of the other party.
CONFIDENTIALITY OBLIGATIONS: From time to time, either party may disclose or make available to the other party, whether orally or in physical form, confidential or proprietary information concerning the disclosing party and/or its business, products or services in connection with this Agreement. Each party agrees that during the term of this Agreement and thereafter: (i) it will use Confidential Information belonging to the Disclosing Party solely for the purpose(s) of this Agreement; and (ii) it will take all reasonable precautions to ensure that it does not disclose Confidential Information belonging to the Disclosing Party to any third party, other than their employees and/or professional advisors on a need-to-know basis who are bound by obligations of nondisclosure and limited use at least as stringent as those contained herein, without first obtaining the Disclosing Party’s written consent. Upon request by the Disclosing Party, the Receiving Party will return all copies of any Confidential Information to the Disclosing Party. For Confidential Information that does not constitute trade secrets under applicable law, these confidentiality obligations will expire 5 years after the termination or expiration of this Agreement. The Recipient will be responsible for any breach of this Section by its employees, representatives, and agents. Exclusions: For purposes hereof, “Confidential Information” will not include any information that the Receiving Party can establish by convincing written evidence: (i) was independently developed by the Receiving Party without use of or reference to any Confidential Information belonging to the Disclosing Party; (ii) was acquired by the Receiving Party from a third party having the legal right to furnish same to the Receiving Party; or (iii) was at the time in question (whether at disclosure or thereafter) generally known by or available to the public (through no fault of the Receiving Party). Required Disclosures: These confidentiality obligations will not restrict any disclosure required by order of a court or any government agency, provided that the Receiving Party gives prompt notice to the Disclosing Party of any such order and reasonably cooperates with the Disclosing Party at the Disclosing Party’s request and expense to resist such order or to obtain a protective order.
TERMINATION: Tufin may terminate these Purchase Order – Terms and Conditions (the “Agreement“): (i) for material failure by Supplier to comply with the terms of this Agreement (provided such breach is not cured within thirty (30) days after written notice of the breach is received from the other party); or (ii) immediately in the event the that Supplier seeks the protection of any bankruptcy court, becomes insolvent, or makes an assignment for the benefit of creditors. Tufin may terminate this Agreement for convenience, upon fourteen (14) days’ prior written notice to Supplier. Upon termination of this Agreement, (i) Tufin may direct Supplier to complete, and Supplier will be obligated thereby to complete any or all outstanding products/services in accordance with this Agreement and (ii) Supplier will promptly provide an itemized and detailed invoice to Tufin for fees and expenses related to products/services completed in accordance with this Agreement prior to the effective date of termination. Tufin will pay all undisputed amounts set forth on the itemized and detailed invoice within sixty (60) days Acceptance (as defined below), and with respect to such undisputed amounts, will have no further payment obligations with regard to this Agreement.
INDEPENDENT CONTRACTOR: Whenever employees, agents, representatives or independent contractors of Supplier (“Supplier Personnel“) are present on the Tufin’s premises, Supplier shall cause all Supplier Personnel to comply with all Tufin policies and procedures and all reasonable instructions and directions issued by Tufin. Tufin will not be required to pay for products/services performed in an unsatisfactory manner by such replaced Supplier Personnel or for the time spent to orient the replacement Supplier Personnel. The status of Supplier will be that of independent contractor and none of Supplier Personnel will be deemed employees or agents of Tufin. None of the terms set forth in this Agreement will be construed as creating a partnership, joint venture, agency, master-servant, employment, trust, or any other relationship between Tufin and Supplier or Supplier Personnel. Supplier and Supplier Personnel are not eligible for, nor may they participate in, any employee benefit plans of Tufin. Supplier is solely responsible for paying any and all taxes (including social security, employment and income) required by any law, order, or regulation of any government having appropriate jurisdiction pertaining to Supplier Personnel relating to this Agreement. This engagement is nonexclusive and nothing in this Agreement will in any way restrict Tufin’s right to engage others to render the same or similar products/services.
SUBCONTRACTING AND ASSIGNMENT: Supplier may not, without the prior written consent of Tufin: (i) subcontract any of the products/services provided to Tufin under this Agreement, or (ii) assign any of its rights or delegate any of its duties pursuant to this Agreement. Any attempted assignment without Tufin’s consent will be void and invalid.
NOTICES: Unless otherwise required under this Agreement, notices permitted or required to be given will be deemed sufficient if given by fax, mail or courier service address to the individual(s) specified in the Purchase Order, or to such other individuals as the respective parties may designate by written notice from time to time; provided however, that a copy of any notice of material breach to Tufin shall also be sent to the General Counsel’s Office, to 5 Shoham Street, Ramat-Gan, 5251001, Israel (to the extent the Agreement is with Tufin Software Technologies Ltd.), or 2 Oliver Street, Boston, MA, 02109, United States (to the extent the Agreement is with Tufin Software North America, Inc). Notices so given will be effective upon receipt by the party to which the notice is given. Any notice not provided in strict accordance with this Section 15 shall have no effect whatsoever, regardless of receipt or response by the notified party.
INCIDENTAL ITEMS: Supplier shall provide and pay for all materials, labor, utilities, tools and equipment necessary to perform the products/services. Supplier shall provide, without extra charge, all incidental items required as part of the products/services, even though not specified herein.
EXTRAS: Bills for extra work shall be paid only if Tufin has approved the extra work in writing prior to the start of the extra work.
MISCELLANEOUS: This Agreement constitutes Tufin’s offer to Supplier and shall become a binding contract upon acceptance by Supplier. This Agreement will be deemed accepted by Supplier on the first to occur of Supplier’s: (i) commencement of services or work; (ii) shipment of goods; (iii) delivery of invoice to Tufin; or (iv) written acknowledgement or other document agreeing to the terms and conditions of this Agreement. The terms and conditions of this Agreement may not be amended, waived or modified, except in a writing signed by a duly authorized representative of each party. Furthermore, this Agreement may be supplemented by mutual execution by the parties of that certain document entitled Supplemental Terms and Conditions. Any terms and conditions proposed by Supplier in acknowledging or accepting Tufin’s offer, which are different from or in addition to the terms set forth in this Agreement shall not be binding upon Tufin and shall be void and of no effect, except to the extent expressly accepted in writing by Tufin’s authorized representative and delivered by Tufin to Supplier. Any and all services, products, shipments, or deliverables received by Tufin shall be deemed to be only upon the terms and conditions contained in this Agreement, except as they may be amended, waived, or modified as provided herein. In the event that any provision of this Agreement is held invalid or unenforceable, either in whole or in part, in any circumstances by a court of competent jurisdiction, the remainder of this Agreement, and the application of such provision in any other circumstances, will not be affected thereby. Time is of the essence in this Agreement. Supplier shall complete all of the products/services in accordance with the description of the products/services. If Supplier fails to complete all of the products/services on or before the due date, and such failure is not caused by a natural disaster or other event beyond the control of Supplier, the effects of which could not have been avoided by the taking of reasonable precautions, then Supplier shall pay to Tufin, upon demand, one percent (1%) of the PO price per day up to and including the day on which Supplier completes all of its products/services. Tufin may offset such amount against any payment otherwise due Supplier. Risk of loss of any goods or materials provided in association with performance of the products/services shall not pass from Supplier to Tufin until final completion and acceptance by Tufin. This Agreement will be governed by, construed and enforced in accordance with the laws of the State of New York, in competent courts of New York (to the extent the Agreement is with Tufin Software North America, Inc), or the laws of the State of Israel in the competent court of Tel Aviv, Israel (to the extent the Agreement is with Tufin Software Technologies Ltd.).