Consultation and Software Development – Terms & Conditions
This Service Agreement (“Agreement”) shall apply and govern the Statement of Work(s), proposal, letter of intent, quotation, work-order, invoice or any other document (“SOW”) executed between Chitrangana or any of its affiliates or sister concerns [specifically identified in the SOW] (“Consultant/Consultant”) and Customer, for the purpose of providing professional services (“Services”) or deliverables (“Deliverable”) for software development and consulting.
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, 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 15 days of such disclosure. Confidential Information shall however, exclude any information which (i) is/ was publicly known or comes into public domain; (ii) is received by the Receiving Party from a third party, without breach of this Agreement; (iii) was already in the possession of Receiving Party, without confidentiality restrictions, at the time of disclosure by the Disclosing Party; (iv) is permitted for disclosure by the Disclosing Party in writing; (v) independently developed by the Receiving Party without use of Confidential Information; (vi) is required to be disclosed by the Receiving Party pursuant to any order or requirement from 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 otherwise agreed in writing.
Customer will have seven (7) days following receipt of the Services or Handover or Deliverable (“Acceptance Period”), the customer may take maximum (7) days to complete acceptance tests. If no notice of non-conformance to Acceptance Criteria is reported during Acceptance Period, Deliverables or Services are deemed accepted by the Customer.
Intellectual Property Rights
Customer shall own all right, 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 Developers and Consultant. To the extent that the Deliverables incorporates Consultant pre-existing intellectual property (“Consultant Pre-existing IP work”), and such Consultant Pre-Existing IP are necessarily required for the proper functioning of the Deliverables 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.
Non-Hire and Non-Solicitation
During the term of this Agreement and for one (1) year thereafter, neither party will directly or indirectly recruit, solicit or induce any personnel, Consultant or advisor of the other party to terminate his or her relationship with such other party without the prior written permission of the other party.
Neither party shall be liable for any failure or delay in fulfilling the terms of this Agreement due to fire, strike, war, civil unrest, terrorist action, government regulations, act of Nature or other causes which are unavoidable and beyond the reasonable control of the party claiming force majeure. This provision shall not be construed as relieving either party from its obligation to pay any sum due to the other party.
We can’t guarantee that the functions contained in any of technology based services/digital marketing/cloud technology/ software development/ web development or in a part of work-scope will always be error-free and so we can’t be liable to you or any third party for damages, including lost profits, lost savings or other incidental, consequential or special damages arising out of the operation of or inability to operate this services and any other technology, even if you have advised us of the possibilities of such damages. Such services require regular maintenance and update on separate fee, none of our agreement include any maintenance services and same require to be requested from client side. (except 90days free maintenance after test launch of project).
Company shall provide Customer with 4hrs. of training OR such training as may reasonably be requested by Customer for the use of the Software/Web-application. The training will be conducted on phone or video-conferences as the customer may agree.
Customer agrees that the Software developed under this Agreement shall be delivered to Customer in object code via Internet only. The digital files containing company work for customer under the Agreement. Specifically, company will provide company with the following: unencrypted php program files, unencrypted but minified css/js files. The development may content use of open-source code, public library or such platforms. Company agrees that one copy of the source code version of the Software shall be available with company for 1 year. The software development project not include any work of making of manual book, document, migration document or any document related to software development.
We are sure you understand how important it is as a small business that you pay the invoices that we send you promptly. As we’re also sure you’ll want to stay friends, you agree to stick tight to the payment schedule mentioned in work-order/quotation/proposal or invoice. Remainder of fee payable not more than 7 days after receipt of finished product: Interest accrued if payment is overdue more than 7 days late is 2% of outstanding amount to be added every 7 days, starting from 7th day after receipt of the invoice or reminder. The standing Charge will be due for payment in full, on or before the due date of the agreement, and the Customer shall not be entitled to withhold any payment or exercise any set-off, lien or any other right or claim against this payment. Chitrangana reserves the right to suspend services to the Subscriber in the event of late or short payment. CThe customer will be liable to pay all required third party tool and service or payment for such service require to perform necessary maintenance job. The customer will agree to pay all out-of-pocket expenses to execute this contract. Consultant shall be relieved of its obligations under this Agreement in the event of non-payment of the Fees or expenses due and shall retain the rights in the Services for which the amount is outstanding.
Either party must give at least 45 days notice to the other party before termination. This contract may only be terminated after all outstanding invoices have been paid in full. If any condition of termination from customer side, the customer will be responsible to make payment of all due invoice/proposal, either the jobs of particular has be pending or completed.
Company promises that to the best of Developer’s knowledge, the software will not contain any virus, worm, trap door, back door, trojan horse, timer or clock that would erase data or programming or otherwise cause the software to become inoperable or incapable of being used.
Governing Law and Dispute Resolution
The terms of this Agreement shall be governed, interpreted and construed in accordance with the laws of State of Madhya Pradesh, India. The service mentioned in this document/invoice/work-order or work-scope are deemed to consider rendered exclusive at Mandsaur, Madhya Pradesh only. All disputes, differences, claims and demands arising under or pursuant to this Agreement shall be referred to arbitration and shall be adjudicated in accordance with the rules of chamber of commerce, Mandsaur, Madhya Pradesh, India in Hindi/English language in Mandsaur, Madhya Pradesh, India.All legal concerns and disputes are subject to exclusive territorial jurisdiction at District Court of Mandsaur, Madhya Pradesh, India only. During the situation of any legal dispute the customer will be responsible for payment of all actual expenses in advance including travelling, accommodation, lawyer fee, court fee and other relevant expenses.
You cannot transfer this contract to anyone else without our permission. This contract term stays in place and need not be signed for every future job contract or services. If for some reason one part of this contract becomes invalid or unenforceable, the remaining parts of it remain in place. No amendment or modification of this Agreement is valid unless in writing, signed by the parties.
The terms and condition are part of/ or addition to /or above to all agreement terms, quotations, proposal and document shared by Chitrangana.com’s affiliates or consultant.
Last updated : 1st January 2015.