Terms and Conditions
For Consulting and Software development services
In order to provide professional services (“Services”) or deliverables (“Deliverable”) for software development and consulting, Framebox Consultancy or any of its affiliates (“Consultant/Consultant”) and Customer (“Customer”) shall execute this Service Agreement (“Agreement”), which shall apply to and govern any Statement of Work(s), project, letter of intent, or other document (“SOW”).
After receiving an invoice, the customer will pay it within 15 days. According to our Terms and Conditions, the customer is responsible for paying interest on overdue payments at a rate of 1.5% per month or the maximum allowable by applicable legislation, whichever is less, if there is a delay in payment of more than 5 days from the due date. If the Fees or expenditures are not paid when they are due, Consultant will be released from its duties under this Agreement but will still be able to use the Services for which the money is still owed. When providing the offshore Services from Consultant’s location(s) in India , Consultant shall include the Hardware and Software listed in Annexure – 01 as part of its normal package if necessary. Nothing in this Agreement will be interpreted to establish a joint partnership, joint venture, agency, or employer-employee relationship between Contractor and the Company; rather, Contractor’s relationship with the Company is that of an independent contractor.
Following receipt of the Services or Deliverable, the Customer has seven (7) days (“Acceptance Period”) to conduct acceptance tests in accordance with the acceptance criteria specified in the SOW (“Acceptance Criteria”). Deliverables or Services are regarded as accepted by the Customer if no notice of non-conformance to Acceptance Criteria is reported throughout the Acceptance Period.
Any information disclosed by one party to the other party in any format, including without limitation documents, business plans, source code, software, technical/financial/marketing/customer/business information, specifications, analysis, designs, drawings, data, computer programmes, any information relating to personnel or Affiliates of a party, and information disclosed by third parties at the direction of a Disclosing Party, shall be deemed to be confidential information as per company terms and conditions.
However, information that is
(I) publicly known, already in the public domain,
(ii) received from a third party without violating this Agreement;
(iii) already in the receiving party’s possession without confidentiality restrictions at the time of disclosure by the disclosing party;
(iv) has been expressly authorised for disclosure by the disclosing party in writing; or
(v) was independently developed by the receiving party shall not be considered confidential information.
(vi) Must be disclosed by the Receiving Party in accordance with any order or requirement from a court, administrative, or governmental agency, provided that the Receiving Party promptly notifies the Disclosing Party in writing of such order or requirement and provides the Disclosing Party with the opportunity to contest the order or requirement or request an appropriate protective order.
Unless otherwise specified in writing or for the sole purpose of conducting business with the disclosing party, the receiving party agrees not to utilise any confidential information for any other reason.
Intellectual Property Rights
All rights, titles, and interests in and to the Deliverables shall belong to the Customer. Only once the Consultant has received full payment from the Customer will the Customer be granted the rights, title, and interest in and to the Deliverables. A perpetual, non-exclusive, worldwide, transferable, and royalty-free licence to use such Consultant Pre-Existing IP solely in conjunction with the Deliverables is granted to Customer by Consultant to the extent that the Deliverables incorporate Consultant Pre-Existing Intellectual Property (the “Consultant Pre-Existing IP”) that is necessary for the proper functioning of the Deliverables.
Except as expressly provided in this Terms and Conditions Agreement, the parties disclaim all implicit, statutory, and other warranties of any kind, including, but not limited to, the implied warranties of merchantability, non-infringement, title, and fitness for a specific purpose, in any communication between them.
Limitation of Liability
Whether in contract, tort (including negligence), or otherwise, the aggregate liability of the parties under this Agreement shall not exceed the fees paid to the Consultant hereunder. The parties disclaim any loss of revenue or commercial profits, regardless of how they were caused, or indirect, special, consequential, or incidental damages, even if they were informed of the possibility of such damages. Even if a limited remedy described in this article fails to fulfil its primary objective, the aforementioned liability restrictions will still be in effect.
With sixty (60) days’ notice to the other side, either party may end the agreement. If the other party violates the terms of this Agreement and the violation is not remedied within 30 days of receiving notification, either party may terminate this Agreement immediately. In the event of termination, the Consultant shall be compensated pro rata for the Services rendered.
Non-Hire and Non-Solicitation
No personnel, consultant, or adviser of the other party may be directly or indirectly recruited, solicited, or persuaded to end their affiliation with that party without the other party’s prior written consent throughout the course of this Agreement and for one (1) year following.
Because of a fire, strike, war, civil unrest, terrorist attack, governmental regulations, an act of nature, or other unavoidable circumstances that are beyond the reasonable control of the party claiming force majeure, neither party shall be liable for any failure or delay in performing its obligations under this Terms and Conditions Agreement. This clause is not intended to relieve either party of its responsibility to pay any amounts owed to the other party.
Any of Consultant’s affiliates may receive the services through a subcontract.
Governing Law and Dispute Resolution
If the Customer is located in the United States of America, the terms of this Agreement shall be governed, interpreted, and construed in accordance with the laws of the State of Delaware; if the Customer is based in Europe, the laws of England & Wales. All disagreements, claims, and demands arising out of or in connection with this Agreement shall be resolved through arbitration in accordance with the International Chamber of Commerce’s (I.C.C.) rules, in the State of California if the customer is a resident of the United States; London, England if the customer is a resident of Europe; Pune, India if the customer is a resident of India; and Singapore if the customer is a resident of Asia ().
The parties’ agreement with regard to the subject matter is fully expressed in this Agreement. This Agreement may not be extended, altered, cancelled, or replaced without the parties’ prior written consent. Standard terms and conditions of a purchase order, an invoice, or any other document of a like nature, whether hosted on party’s website or otherwise, shall be void and of no force or effect. This Agreement supersedes all prior agreements between the Consultant and the Customer regarding the subject matter hereof, whether oral or written. This Agreement is not designed to benefit any third parties. The parties may execute each Agreement in one or more counterparts (including scanned copies), each of which, when signed and taken together, will form one legal document between them.
Software and hardware standards for testing and development
If needed for offshore services, the consultant will offer the following hardware and software as part of its normal package. Any additional Hardware or Software that is needed will be the responsibility of the customer.
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