Clients Agreement

CLIENT AGREEMENT/ TERMS & CONDITIONS/ CLIENT CONTRACT

Version 1.1 (Last updated on 2nd September, 2019)

Welcome to HubDigiTech, Your Trusted Partner in IT Services

We Thank you for your business and Trust in Us

You are valuable client to us and we are committed to work with you, for your success

Thanks for choosing our services and products. By using our Services or initiating the initial (or any) payments in our company bank accounts you are agreeing to these terms. Please read them carefully

We provide services and products in large variety, so at times additional terms will be applicable on you and those additional terms become part of your agreement with us if you use/order/request those Services

Here “You”, “Your company”, “Client” is defined as the services or products purchasing/requesting/ordering person or persons/companies/parties etc. We “Our Company” work as consultant only.

These terms are applicable on you, if you are an individual and also applicable If you are using/purchasing/requesting our Services/products on behalf of a business/company/organization or otherwise for commercial or non-commercial purpose, then that business accepts all these terms, Terms & Conditions, terms of services etc. You/Client acknowledge and agree that It will hold harmless and indemnify “Our Company”, Consultant and its affiliates, agents, officers and employees from any or all claim, suit or action arising from or related to the use of the Services or violation of these terms, including any liability or expense arising from claims, losses, damages, suits, judgments, litigation costs and attorneys’ fees

You hereby accept and acknowledge to accept all our terms and conditions, including our privacy policy & terms of service, cookie policies, General Terms and conditions, Website Terms And Conditions etc.

These terms and conditions and all other segment of agreements are applicable on you; as a person, professional, company, identity or otherwise, subjected to but not limited to the following

You agree that by providing your approval for work on call, mail, messages, WhatsApp, in person, meeting or any other electronic means, then all the terms and conditions are applicable on you and your any/All staff member(s), partners in anyway, associates, companies, parities etc. and you and you all (members, staff, partners, companies etc. as stated above) are bound with all terms and conditions, including our privacy policy, terms of service etc.

On transferring any of the payment in our company account from any of your banking account including but not limited to personal or professional, company or corporate or otherwise, from any of the money transfer methods, tools or service including but not limited to NEFT, IMPS, Swift, online, Demand draft, cheques, wire transfer, payment from wallets, bank or money transfer gateways etc. or offline

This is applicable for all the services and products HubDigiTech works and provides such as web development, server, email, digital marketing, content writing, mobile apps etc.

We keep on revising and updating our policies from time to time, you hereby accept and acknowledge that you will keep on checking this section for the latest updates and will accept all the updates as whole without conflict as and when it is updated and all the updates in future will be accepted by you without conflict. In case you have any issue with this or any other clause/point/section then before making any transaction/fund transfer, you acknowledge to mail us and get an exclusive agreement done with our team. If an exclusive contract/Agreement is not done, then you acknowledge to accept all the items without conflict.

General Terms & Conditions

Applicable on All Clients for Any Project/ Work/Assignment/Consulting

1) CONFIDENTIALITY

A) The parties agree to hold each other's Proprietary or Confidential Information in strict confidence. "Proprietary or Confidential Information" shall include, written contracts, trade secrets, know-how, business methods, business policies, memoranda, reports, records, computer retained information, notes, or financial information marked specially as “Confidential” at the top and watermarked at all the pages. No information without such Confidential Markings would be considered as confidential in anyway. Proprietary or Confidential Information shall not include any information which: (i) is or becomes generally known to the public by any means other than a breach of the obligations of the receiving party; (ii) was previously known to the receiving party or rightly received by the receiving party from a third party; (iii) is independently developed by the receiving party; or (iv) is subject to disclosure under court order or other lawful process. Notwithstanding termination or expiration of this Agreement, Client and Consultant acknowledge and agree that their obligations of confidentiality with respect to Proprietary or Confidential Information shall continue in effect for a total period of three (3) years from the effective date.

B) Client acknowledges that all the work, data, idea, concept, strategy, business module etc. shared with Consultant/Company by any means subjected but not limited to orally, email, phone, chats, calls, video, paper, files, via internet or hard copies, electronically or non-electronically, will not be considered as confidential and no clause of CONFIDENTIALITY from “General terms and conditions” will be applicable in any way or by any means. In case/Situation if Client needs the Non-Disclosure Agreements then Client needs to get into an exclusive Non-Disclosure Agreement or exclusivity contract is need to be signed as defined in READ AND UNDERSTOOD, section of General terms and conditions

C) Client agrees that Consultant can use any of the idea, concept, module etc. provided/discussed/briefed (in any way) by the client/client’s Representative subjected but not limited to orally, email, phone, chats, calls, video, paper, files, via internet or hard copies, electronically or non-electronically, when and where ever it deemed fit. Client acknowledges that it (idea, detail, concept etc.) will not be considered as confidential and no clause of CONFIDENTIALITY from “General terms and conditions” will be applicable in any way or by any means. Client wave off its exclusive rights and agrees not to solicit/conflict/bind/bound consultant in any way to use it commercially or non-commercially. In case client wants exclusive rights on the work, data, idea, concept, strategy, business module etc. then Client needs the Non-Disclosure Agreements then Client needs to get into an exclusive Non-Disclosure Agreement or exclusivity contract is need to be signed as defined in READ AND UNDERSTOOD, section of General terms and conditions before sharing the idea, concept or meeting

2) REPRESENTATIONS AND WARRANTIES

A. Consultant makes the following representations and warranties for the benefit of CLIENT:

1. No Conflict: Consultant represents and warrants that it is under no obligation or restriction that would in any way interfere or conflict with the work to be performed by Consultant under this Agreement and the request to develop/work/Perform task/Maintain/Perform any operation or any assignment in any way. Client understands that Consultant is currently working on one or more similar projects for other clients.

2. Conformity, Performance, and Compliance: Consultant represents and warrants that all Deliverables shall be prepared in a workmanlike manner and with professional diligence and skill

3. Disclaimer of All Other Warranties. CONSULTANT DOES NOT WARRANT THAT THE FUNCTIONS CONTAINED IN ITS WEB BASED WEBSITE SOLUTIONS, DEVELOPMENT, THE WEBSITE, DIGITAL MARKETING, IT SERVICES, AUDITING OR ANY OTHER SERVICES DELIVERED OR PROVIDED BY CONSULTANT WILL MEET THE CLIENT REQUIREMENTS OR THAT THE OPERATION OF THE WEB PAGES/TOOLS/PRODUCT/WEBSITE/SOFTWARE /SOLUTION/IT SERVICES OR ANY OTHER SERVICE WILL BE UNINTERRUPTED OR ERROR-FREE. THE ENTIRE RISK AS TO THE QUALITY AND PERFORMANCE OF THE SOLUTIONS/SERVICES/PRODUCTS AND WEBSITE IS WITH CLIENT. EXCEPT AS OTHERWISE SPECIFIED IN THIS AGREEMENT, DEVELOPER/PROFESSIONALS/MARKETERS PROVIDES ITS SERVICES "AS IS" AND WITHOUT WARRANTY OF ANY KIND. THE PARTIES AGREE THAT (A) THE LIMITED WARRANTIES SET FORTH IN THIS SECTION ARE THE SOLE AND EXCLUSIVE WARRANTIES PROVIDED BY EACH PARTY, AND (B) EACH PARTY DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE, RELATING TO THIS AGREEMENT, PERFORMANCE OR INABILITY TO PERFORM UNDER THIS AGREEMENT, THE CONTENT, AND EACH PARTY'S COMPUTING AND DISTRIBUTION SYSTEM. IF ANY PROVISION OF THIS AGREEMENT SHALL BE UNLAWFUL, VOID, OR FOR ANY REASON UNENFORCEABLE, THEN THAT PROVISION SHALL BE DEEMED SEVERABLE FROM THIS AGREEMENT AND SHALL NOT AFFECT THE VALIDITY AND ENFORCEABILITY OF ANY REMAINING PROVISIONS.

4. Limitation of Liability. IN NO EVENT SHALL EITHER PARTY BE LIABLE TO THE OTHER FOR ANY INDIRECT, SPECIAL, EXEMPLARY OR CONSEQUENTIAL DAMAGES, INCLUDING ANY IMPLIED WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE OR IMPLIED WARRANTIES ARISING FROM COURSE OF DEALING OR COURSE OF PERFORMANCE, LOST PROFITS, WHETHER OR NOT FORESEEABLE OR ALLEGED TO BE BASED ON BREACH OF WARRANTY, CONTRACT, NEGLIGENCE OR STRICT LIABILITY, ARISING UNDER THIS AGREEMENT, LOSS OF DATA, OR ANY PERFORMANCE UNDER THIS AGREEMENT, EVEN IF SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES AND NOTWITHSTANDING THE FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY PROVIDED HEREIN. THE MAXIMUM REMEDY AVAILABLE TO EITHER PARTY IS ANY AMOUNT PAID BY CLIENTHEREUNDER. CONSULTANT MAKES NO WARRANTY OF ANY KIND, WHETHER EXPRESS OR IMPLIED, WITH REGARD TO ANY THIRD PARTY PRODUCTS, THIRD PARTY CONTENT OR ANY WEBSITE, EQUIPMENT, OR HARDWARE OBTAINED FROM THIRD PARTIES.

B. Client makes the following representations and warranties for the benefit of Consultant:

1. Client represents to Consultant and unconditionally guarantees that any elements of text, graphics, photos, designs, trademarks, or other artwork furnished to Consultant for inclusion in the Website are owned by Client, or that Client has permission from the rightful owner to use each of these elements, and will hold harmless, protect, and defend Consultant and its subcontractors from any claim or suit arising from the use of such elements furnished by Client.

2. From time to time governments enact laws and levy taxes and tariffs affecting Internet electronic commerce. Client agrees that the client is solely responsible for complying with such laws, taxes, and tariffs, and will hold harmless, protect, and defend Consultant and its subcontractors from any claim, suit, penalty, tax, or tariff arising from Client’s exercise of Internet electronic commerce.

3) FORCE MAJEURE

Neither party will be liable for, or will be considered to be in breach of or default under this Agreement on account of, any delay or failure to perform as required by this Agreement as a result of any causes or conditions that are beyond such Party's reasonable control and that such Party is unable to overcome through the exercise of commercially reasonable diligence. If any force majeure event occurs, the affected Party will give prompt written notice to the other Party and will use commercially reasonable efforts to minimize the impact of the event.

4) RELATIONSHIP OF PARTIES

A. Independent Contractor. Consultant, in rendering performance under this Agreement, shall be deemed an independent contractor and nothing contained herein shall constitute this arrangement to be employment, a joint venture, or a partnership. Consultant shall be solely responsible for and shall hold Client harmless for any and all claims for taxes, fees, or costs, etc.

B. No Agency. Client does not undertake by this Agreement, the Request or otherwise to perform any obligation of Consultant, whether by regulation or contract. In no way is Consultant to be construed as the agent or to be acting as the agent of Client in any respect, any other provisions of this Agreement notwithstanding.

5) NOTICE AND PAYMENT

A. Any notice required to be given under this Agreement shall be in writing and delivered either personally to the other designated party at the addresses listed in the Request mailed by certified, registered or speed post, acknowledged receipt requested, etc.

B. Either party may change its address to which notice or payment is to be sent by written notice to the other under any provision of this paragraph.

6) AGREEMENT BINDING ON SUCCESSORS

The provisions of the Agreement shall be binding upon and shall inure to the benefit of the Parties hereto, their heirs, administrators, successors and assigns.

7) ASSIGNABILITY

Client may not assign this Agreement or the rights and obligations thereunder to any third party without prior express written approval of Consultant. Consultant reserves right to assign subcontractors as needed to any project/product or service to ensure the on-time completion and delivery of the project

8) WAIVER

No waiver by either party of any default shall be deemed as a waiver of prior or subsequent default of the same of other provisions of this Agreement.

9) SEVERABILITY

If any term, clause or provision hereof is held invalid or unenforceable by a court of competent jurisdiction, such invalidity shall not affect the validity or operation of any other term, clause or provision and such invalid term, clause or provision shall be deemed to be severed from the Agreement.

10) PROJECT ABANDONMENT: If after repeated attempts to begin, continue, or finalize the delivery of services, Client fails to participate, or becomes otherwise unresponsive to Consultant’s requests for a period of one (1) month, the project will be considered abandoned, and Consultant/Company may refuse any refund to Client. Neither any refund will be done nor any further work will be done and together with this no further intimation for work or request for delivering any part of the Website/Work/Solution/Service/Product/Project/Assignment will be entertained and all the payments made by Client to consultant will become zero, and Client will have forfeited all rights to receive any refund for Website/Work/Solution/Service/Product/Project/Assignment.

11) JURISDICTION/DISPUTES

All and any dispute arising out of or in connection with this Agreement, including any question regarding its existence, validity or termination, will be deemed to have arisen in New Delhi (India) (hereby waive any jurisdictional or venue defenses otherwise available to it); and shall be referred to and finally resolved by arbitration in New Delhi (India) in accordance with the Arbitration and Conciliation Act, 1996. Client, its subordinates/associates and any other parties Acknowledge to agree for exclusive jurisdiction at New Delhi (India) only, irrespective of any other rules, regulations, policies, laws or any other restrictions or guidelines by any government of state or country. This is applicable on all clients national /international (globally), based in any part of the world for work or service. If in case any law restricts this clause to be enforced, then client himself is fully responsible in any/all such cases by/in every means.

The arbitration shall be conducted by Sole Arbitrator, who shall be selected in the sole discretion of the Consultant. The written decision of the arbitrator shall be final and binding and enforceable in any court having jurisdiction over the parties and the subject matter of the arbitration. Notwithstanding the foregoing, this Section shall not preclude either party from seeking temporary, provisional, or injunctive relief from any court having its judicature at Delhi.

12) INDEMNIFICATION

To the extent permitted by applicable law, Client will indemnify, hold harmless and defend Consultant and its wholly owned subsidiaries, at Client expense, from any and all third-party claims, actions, proceedings, and suits brought against consultant or any of its officers, directors, employees, agents or affiliates, and all related liabilities, damages, settlements, penalties, fines, costs or expenses (including, reasonable attorneys' fees and other litigation expenses) incurred by consultant or any of its officers, directors, employees, agents or affiliates, arising out of or relating to (i) Your breach of any term or condition of this Agreement, (ii) You provide the Service to any other party or otherwise, (iii) Your violations of applicable laws, rules or regulations in connection with the Service, (iv) any representations and warranties made by You concerning any aspect of the Service, the web based application , Website, platform or Reports to/from any Third Party; (v) any claims made by or on behalf of any Third Party pertaining directly or indirectly (vi) violations of Your obligations of privacy to any Third Party; and (vii) any claims with respect to acts or omissions of any Third Party in connection with the Service, the Website or Reports. Consultant will provide you with written notice of any claim, suit or action from which Client must indemnify consultant. Client will cooperate as fully as reasonably required in the defence of any claim.

13) ADDITIONAL APPLICABLE TERMS

Client agrees to acknowledges and be bound with All the Terms and conditions, provisions, sections, clauses, points of agreements etc. from General Terms and conditions and All other terms of service, terms, policies (privacy and others) additionally applicable on them/it/client as relevant according to their work/service/project/Assignment etc.

14) ORIGINALITY OF TERMS/CONTRACT/AGREEMENT

Client understand and acknowledge that Technology is complex world, security and breaches are common and moreover not always controllable and identifiable hence to ensure the originality and correctness of terms and conditions applicable, if it is required then Client Can always demand for the agreement on physical papers signed by the company before initiating any payments/transactions in company account; which will be considered to be the date of applicability/agreeing/enforcement of this agreement. Client Acknowledge and agrees that Once any (initial/partial) payment is done, Client is bound by all the terms and conditions as specified and no separate agreement would be done or needed after this agreement comes into effect. Client understand and agrees that there may be a case (provable/unprovable) of website or this page being hacked or any part of it get changed by non-approved sources then client agrees that the signed copy of the agreement available with the company would only be considered as true and original & client acknowledges to agree on the terms & Conditions as mentioned on it. Client understand and acknowledge that in case Client need any such agreements copy then client shall request the same in writing and delivered either personally to the company registered addresses or get it mailed by certified, registered or speed post. Further Client understand and acknowledge that unless such agreements on hard copies as defined in READ AND UNDERSTOOD section, is not done, no payment (initial/partial/full, etc.) would not be done. If in case any payment is done, then this original agreement would be in force.

15) DULY AUTHORIZED REPRESENTATIVE

When this Agreement is executed (by initiating payments or providing work approval), then client warrants that their representative who has conducted the payment is the duly authorized by all necessary means and is in appropriate corporate actions to execute this Agreement and this shall by binding on all the officers/staff members/directors/partners/associates and other members of client company(s)/organization(s)

16) READ AND UNDERSTOOD

Client acknowledges that it/they/concerned persons/designators has read and understands this Agreement and agrees to be bound by its terms and conditions. All the contracts/Agreements and other mutual agreed terms or conditions or otherwise, signed/unsigned or mailed, printed or otherwise, sent or signed prior to payment in company account (first Payment date counted as the date of this agreement), Will Be Null and void and will not be applicable in any manner until and Unless the “mutually agreed terms” along with this agreement is signed exclusively by both; client and Company and shared the copy of Signed Agreement on email/courier/In person and receiving acknowledgement is provided by the other party

WEBSITE DEVELOPMENT & MAINTENANCE AGREEMENT

Also applicable on Ecommerce, blogs, portals, mobile apps, all & other web/Website related work/Project/Assignments, etc.

1. TERM AND TERMINATION

A. Term of Agreement: This Agreement shall be effective for one (1) year time frame from the date initial payment for work commencement is done in company bank account. Upon completion of one (1) year, the maintenance and reporting/solutions charges will be applicable.

B. Termination. This Agreement may be terminated by either party upon written notice to the other, if the other party breaches any material obligation provided hereunder and the breaching party fail to cure such breach within thirty (30) days of receipt of the notice.

2. WEBSITE DEVELOPMENT

A. Design: The design of the Website shall be in substantial conformity with the material provided to Consultant by Client. Website text will be supplied by the Client unless copywriting services have been purchased. Minor updates and changes will be provided but This will not include adding/upgrading features which were not laid down during project requirement.

B. Coordination Steps: Client understands that submissions for Website development are limited to the number of coordination steps as provided in the Request. Client is encouraged to provide as much instruction and direction as possible with each submission.

C. Accessibility of Website During Construction: Throughout the construction of the prototype and the being developed Website, the Website shall be accessible to Client on a test link. Until Client has approved the Website, the Web Pages of Website for Client’s Website will not go on Client’s web server or any other web service purchased for Website-solution hosting purpose.

D. Completion Date: Consultant and the Client shall work together to complete the Website in a commercially reasonable manner. If text, picture, or any other items need to be added on the Website apart from development of Website as requested by Client then Client must supply Consultant complete text, graphics, pictures and other items for all the web pages. Pictures, graphics, text etc. items for Website are not included in Website development cost and will be charged extra.

E. Copyright to Website: Client acknowledges, understands and agrees that Consultant may use its own and/or may purchase third party licenses for products or services that are necessary for Consultant to design and develop the Website which will be charged extra to Client, apart from Development Charges. Such products may include, but are not limited to server-side applications, clip art, "back-end" applications, music, stock images, or any other copyrighted work/Software/application/tool etc. which Consultant deems necessary to purchase on behalf of Client to design and develop the Website. Client further acknowledges and understands that any such purchases/licenses billed to Client extra from Development cost will be owned by billing party. Consultant and its subcontractors retain the right to display graphics, use the code/design, other elements of the Website as examples of their work in their respective portfolios.

3. MAINTENANCE

This Agreement provides Website maintenance for the period of three (3) months, until and unless separately specified, after the project is made live on Client’s Domain. Upon completion of three (3) months the maintenance charges will be applicable. The charges will be based on factors as decided by development and maintenance team.

4. CONSULTANT'S AND CLIENT ‘S RESPONSIBILITIES

A. Scope of Work: Client hereby retains the services of Consultant to design the Website for Client in accordance with the request.

B. Changes: Changes to this Agreement, the request or to any of the specifications of the Website shall become effective only when a written change request is executed by Client after approval from the consultant/Company based upon our Terms & Conditions and other set of approvals. In the event of a conflict between the terms of this Agreement and a change request, the terms of this Agreement shall govern.

C. CLIENT’s Responsibilities: Client agrees to perform all tasks assigned to Client as set forth in this Agreement or a Change request, and to provide all assistance and cooperation to Consultant in order to complete timely and efficiently the Website. Consultant shall not be deemed in breach of this Agreement, the Services, a Change request, or any milestone in the event Consultant's failure to meet its responsibilities and time schedules is caused by Client ‘s failure to meet (or delay in) its responsibilities and time schedules set forth herein, a Change request, or this Agreement. In the event of any such failure or delay by Client(i) all of Consultant's time frames, milestones, and/or deadlines shall be extended as necessary; and (ii) Client shall continue to make timely payments to Consultant as mutually decided and any Change request(s) as if all time frames, schedules, or deadlines had been completed by Consultant. Client shall be responsible for making, at its own expense, any changes or additions to Client’s current systems, Website, and hardware that may be required to support operation of the Website. Unless otherwise contracted with Consultant or reflected in a Change request, Client shall be responsible for initially populating and then maintaining any databases on the Website as well as providing all content for the Website. With the execution of a Change request specifically asking Consultant to assesses the Client ‘s systems, Website and hardware from time to time, Consultant may charge extra fee for this changes request as deemed fit and will perform specified task after such additional fees/bills have been paid.

5. FEES

A. Development Fee: The total price for all of the work set forth in the Agreement (excluding post-approval modifications not implemented by CLIENT) shall be set forth in the Request (the "Development Fee"). This price covers all work for the Request only for web based Website development as requested (excluding post-approval modifications not implemented by Client, changes to request and other utilities purchase like domain name, server space, additional tools/Software, licenses, hardware etc.). Unless otherwise stated in the Request, the Development Fee to Consultant is due and payable upon placing the Order and Consultant shall have no obligation to perform any work until payment is received and such funds are cleared from the relevant financial institution. Consultant's services are "AS-IS, WHERE-IS, WITH ALL FAULTS" and refunds may not be provided for Consultant's services hereunder.

6. CLIENT’s RESPONSIBILITIES

For the purposes of providing these services, CLIENT agrees:

• To provide Consultant with requirements of development on mail.

• To provide Consultant with server access credentials of Client.

• To provide timely approvals, reviews and clearances as needed by Consultant.

• To authorize Consultant to use of all Client logos, trademarks, Website images, etc., for use in creating informational pages and any other uses as deemed necessary for development and maintenance work.

7. CONSULTANT BINDS CLIENT ON

1) Consultant reserves the right to change any or whole part of the agreement at its own discretion, any time, without consulting the Client, Client Acknowledge to accept the changes without conflict. In case any update/change in agreement etc. is in conflict/ not acceptable to client, then it is client’s responsibility to get in touch with the company on mail and get the exclusive agreement done within the time period of 90 days from the date of new agreement version is made live on the website. All the changes would be made live of this same link and its clients responsibility to periodically check for the changes. Company/its associated/consultant etc. does not take responsibility to update client about when and how the changes in agreement is done.

2) Client will not give access of server and other associated Code or Database access to anyone without prior written permission from Consultant

3) Client cannot share work methodologies, procedures, documentation, engineering work and other associate confidential or other paper/digital work or letters with any authorized designator of Client without prior information and permission from Consultant.

4) Consultant believes and trusts Client to be truthful, honest and loyal thought the life span of the work and association on assigned task.

5) Report submission of task done by Consultant as per required by the Client will be submitted as deemed fit according to the work flow and procedure.

6) Client will bear the loss and compensate Consultant if any company/ organization/department (government or non-government) issues notice to Consultant due to any technical/ ethical/ legal/ data or content copying/ copyrights or any other issue crop up.

7) Consultant will not be responsible for maintaining Servers, hosting services, domain services, other supporting software, tools, applications, hardware etc.

8) Any code which can harm any other code, functioning or services of any another Website or any other system or sub system then in such cases Consultant will not be responsible and will not bear the expenses incurred, in such cases Client will be only party to deal with such cases and Consultant is not liable in any way.

9) In case Consultant plans to stop operation (company) then Consultant will inform Client one (1) month prior to stop functioning and in such cases no claims for refund, maintenance or any upgrading of Website or any other associated work will neither be taken up nor delivered. In such cases Client commits that Client will not solicit against Consultant or against any other entity of the company.

10) Resolving of errors will be done by Consultant team on the basis on urgency, importance and relevancy of errors.

11) Client will keep all the associated source code, server access credentials, databases, passwords and usernames etc. safe with themselves.

12) Consultant will not be responsible for any loss inclusive but not limited to loss of data, registered or non-registered user credentials, passwords, etc. together with this Consultant will not be responsible for any security or privacy breach or infringement by or of any individual, company or any entity directly or indirectly associated with any part of Website or any digital services.

13) Consultant may deny service to Client in terms of development, maintenance, enhancement or any other associated work as if it seems to be irrelevant, repetitive request, misleading, illegal, infeasible, intentionally causing waste of time or resources, unnecessary engagements, or any malafide intention to stop, disrupt the working of Consultant team in any manner at Consultant’s sole discretion

14) Consultant is authorized to use icons, logos, illustrations, Websites, studies, content, researches, digital work, reports, graphic etc. used to create Website without Client permission.

15) Any rights, binding or commitments of Consultant under this Agreement shall not affect Consultant’s exclusive ownership on its working, past or future products, projects, services, any other engagements or any other items. If such things arise then Client commits to allow Consultant to make any kind of changes in this Agreement after discussion with Client.

16) Consultant will not be held accountable and responsible In case of virus attacks or hacking or any kind of infringement on the server, data, code etc. Any work accounting for rework, coding, securing, upgrade, etc. will incur cost and time. In such cases additional cost will be allotted to Consultant. To solve such issues Consultant may include third party, experts consulting etc. and in such cases all the costing of Website and services required to solve such issues will be bear by Client only.

17) Client can neither modify any code, design, content, module or any associated part of Website nor can assign such tasks directly or indirectly to any party or entity, directly or indirectly related or unrelated to Client without notifying Consultant and taking Consultant approval to do so.

18) Client will be sole responsible in any cases arising in relation of theft of technology, code, patent or any other item related to Website or data of any kind.

19) Client cannot request to allocate any member of Team from Consultant on their site or anywhere. Consultant reserves all the rights to place any of its team members at any working location of the Consultant Company or at any associated company of Consultant choice.

20) In any Case, due to any circumstances if any of the Consultant team member needed to be on site (at any location of Client) for any purpose inclusive but not limited to in person meetings, case studies, error resolving, deployments or any other work then in all such cases all the expenditures inclusive but not limited to travelling, compensations, resource purchase, accommodation, meals etc. will be borne by Client only. In all such case to accept such request by Consultant will be at Consultant’s sole discretion and all the rights will be reserved by Consultant.

21) Client will keep all the parts of this agreement as confidential and will not reveal any part or terms to any party without notifying to Consultant.

22) Client Accepts that whenever Consultant may change the name of company, may restructure the company, may form a new company, acquire any other company, change the structure of existing or new company, change its entity or shift the work assigned by Client to any other group of company or associated company, the contract will remain same and effective with new company name as well. If in Any Case Consultant or New Company need to change any agreement terms or cancel the agreement, then Consultant or that new company is allowed to do so after prior information to Client.

23) Consultant may terminate the contract with immediate effect after informing Client in cases included but not limited to disciplinary, ethical, work procedure etc. grounds.

24) Client agrees to allow consultant to display consultant/company mark/logo/workable link etc. on provided solutions in footer within acceptable standards.

25) Consultant reserves the right of Privacy and safety of its Entities, associates, work methodologies etc. and in any case Consultant may deny any request pertaining to be in breach of it.

26) If developed system or its associated work caused any illegal activity of any kind, then Consultant or its entities will not be liable.

27) Consultant will not be liable for any content or information posted on Website/reports or anywhere else.

28) Consultant cannot ensure Data Copying and reusing by any person on and off internet or other means hence in any such cases Consultant will not be held responsible and accountable for any loss pertaining out of this.

29) Consultant cannot provide protection from hackers, in any breach of security or hacking cases Consultant will not be accountable or responsible. Any kind of protection is not covered in any such cases.

30) Hack testing, reliability testing, security auditing or any kind of testing is not allowed by client or any other designator, formal or informal without written consent from Consultant.

31) In any Case of loss of business or reputation or otherwise Consultant will not be held accountable or responsible.

32) Client cannot share work methodologies, procedures, documentation, engineering work and other associate confidential or other paper/non paper work (digital or otherwise) with any authorized designator of Client or Anyone else without prior information and permission from Consultant.

33) With Prior Information to Client, Consultant may assign any part or as whole part of any development or any other associated work to third party or contractor as deemed fit.

34) Client will provide the list of associated members in team and must be made available to Consultant in case required.

35) Infringement of security or privacy or any other rights did by Client or by any of its entities including Website, digital or other solutions etc. then Consultant will not be responsible. Any modification of code or malfunctioning if occurred then Consultant will not be accountable for the same

36) Consultant will not be accountable for any loss of user, user data, data, registered or unregistered user data etc. related to Website or any other content, digital means etc.

37) Consultant will not be responsible for any legal matters pertaining to content, data, Website, information, use of digital services, Website etc. in any way. all such things will be bear solely by Client at their cost

38) Failure of server, non performing standards of servers, networking or any other resources which are not controlled by development team will not be responsibility of Consultant.

39) In any event of spread of viruses, infected programs, working of BOTS, Pornography, effected links, information or any illegal item etc. from Developed Website or Digital means or solutions, then in any such cases Consultant will not be held accountable or responsible. Any kind of damage to any one included but not limited to computer systems, servers, databases, networks, user data, etc. or even to any person included but not limited to physically, mentally, emotionally, medically, financially etc. will not be the liability of Consultant and Client will be solely responsible and accountable for that.

40) Client agrees and acknowledges that Client does not have any exclusive rights on the code developed for them. Client further acknowledges that, the consultant/Company can use, Reuse, Modify code and any or all associated parts (code, Function, module etc.) with/For any suitable purpose of consultant or company choice for any purpose. If in case any exclusive rights on code is needed by the client, then Client needs to get into an exclusive Non-Disclosure Agreement or exclusivity contract is need to be signed as defined in READ AND UNDERSTOOD, section of General terms and conditions

41) All the work is technology dependent hence in case when technology gets upgraded and any functionality get affected or effected then upgrading the module/function/website/Solution etc. if needed then it would be charged extra

42) Client acknowledges that all the work, data, idea, concept, strategy, business module etc. shared with Consultant by any means subjected but not limited to orally, email, phone, chats, calls, video, paper, files, via internet or hard copies, electronically or non-electronically, will not be considered as confidential and no clause of CONFIDENTIALITY from “General terms and conditions” will be applicable in any way or by any means. In case/Situation if Client needs the Non-Disclosure Agreements then Client needs to get into an exclusive Non-Disclosure Agreement or exclusivity contract is need to be signed as defined in READ AND UNDERSTOOD, section of General terms and conditions

43) Client agrees that Consultant can use any of the idea, concept, module etc. provided/discussed/briefed (in any way) by the client/client’s Representative subjected but not limited to orally, email, phone, chats, calls, video, paper, files, via internet or hard copies, electronically or non-electronically, when and where ever it deemed fit. Client acknowledges that it (idea, detail, concept etc.) will not be considered as confidential and no clause of CONFIDENTIALITY from “General terms and conditions” will be applicable in any way or by any means. Client wave off its exclusive rights and agrees not to solicit/conflict/bind/bound consultant in any way to use it commercially or non-commercially. In case client wants exclusive rights on the work, data, idea, concept, strategy, business module etc. then Client needs the Non-Disclosure Agreements then Client needs to get into an exclusive Non-Disclosure Agreement or exclusivity contract is need to be signed as defined in READ AND UNDERSTOOD, section of General terms and conditions before sharing the idea, concept or meeting

44) Client agrees to acknowledges and be bound with All the Terms and conditions, provisions, sections, clauses, points of agreements etc. from General Terms and conditions and any/All other terms of service, terms, policies (privacy and others) additionally applicable on them/it/client as relevant according to their work/service/project/Assignment etc.

Additional bindings on Client

By Providing your approval for starting the project or transferring any payment in our company accounts, you acknowledge to accept all our terms and conditions
Project Timelines will be started only after approval on website front page design is developed and requirements submissions has been done
Pictures would be from Creative Common License, provided free of cost, special pictures/Art work/Photography etc. would be charged extra
Domain purchases, third party tools-plugins are not included
Delay in client testing/demo/approvals/payments etc. will cause in timelines to get further extended. In any such case the consultant, development team, company or associates are not responsible by any means. Further delay in project or timelines due to updates, upgrades, corrections etc. is not development team or company/Consultant Responsibility, client acknowledge to pay the complete payment as discussed without any conflict/delay or deduction of any type.
Client understand and acknowledge, the price of the project may get increased subjected to but not limited to updates, corrections or any other request which is furnished later on
The charges of other services like Content writing, Creative works, Photo works, Data entry, Data uploading, keyword research, Third party Application/ tools/ Services etc. Would be charged extra.
Website would be provided with few dummy text and images only for representation purpose
If legal writing services is requested by client, then legal department from HubDigiTech will raise bill extra from total payment
Once website is developed and complete payment is done, only then the Source code would be provided on Client Hosting Server
Charge are extra for Support on third Party applications integrations such as configurations, emailers, mobiles, software’s, desktop support, assistance, technical support etc.
We do not provide support on pirated/cracked/open/demo/unlicensed etc. versions of software/applications/OS/utilities etc. may be dependent or independent of/on our services
We do not take any guarantees of any 3rd party application
We do not provide support on old versions/non updated/ non supported/outdated/ discontinued versions of software
If technical support is needed, then it is available only through Remote desktop support on pre-paid charges basis, for further information please contact our technical support desk
We also provide “Managed Website Services” on Pre-paid charges basis, for further information on process and charges please contact our support desk
All the updated and corrections would be accepted and enlisted only in the company/Consultant specified format and file on the email only. No other method or means would be allowed.

Website Annual Maintenance (AMC) & Upgradations Agreement

Applicable on renewals of old and new websites

1. TERM AND TERMINATION

A. Term of Agreement: This Agreement shall be effective for one (1) year time frame from the date Client make the full payment and it is acknowledged by the consultant to start the work of maintenance. Upon completion of one (1) year, the Annual maintenance charges will be revised.

2. WEBSITE UPGRADES AND MAINTENANCE

A. For any upgrades/ Improvements etc. Credits need to be purchased. Credits definitions and other associated parts are mentioned in the Credits Purchasing policy section.

B. Coordination Steps: Client understands that submissions for Maintenance work are limited to the number of coordination steps as provided in the Request. The client is encouraged to provide as much instruction and direction as possible with each submission.

C. Accessibility of Website During Maintenance: Throughout the Maintenance work of the website, the Maintenance Website (website on which work is being done) shall be accessible to the Client on a test link. Until Client has approved the changes, the Web Pages of Website for Client will not go on Client’s web server or any other web service purchased for Website-solution hosting purpose. During such maintenance duration. We do not guarantee original website to remain live/ up/ working correctly until the website is under maintenance

D. Copyright to Website on Maintenance : client acknowledges, understands and agrees that Consultant may use its own and/or may purchase third party licenses for products or services that are necessary for Consultant to Maintain the Website which will be charged extra to the Client, apart from Development Charges which need to be purchased in Credit Purchasing policy, Such products may include, but are not limited to server-side applications, clip art, "back-end" applications, music, stock images, or any other copyrighted work/Software/application/tool etc. which Consultant deems necessary to purchase on behalf of Client to design/develop/upgrade the Website. Client further acknowledges and understands that any such purchases/licenses billed to Client extra from upgrading cost from Purchased Credits and will be owned by billing party. Consultant and its subcontractors retain the right to display graphics, use the code/design, other elements of the Website as examples of their work in their respective portfolios.

3. MAINTENANCE

This Agreement provides Website Annual maintenance for the period of one (1) year. Upon completion of one (1) year, the Annual maintenance charges will be Revised. The charges will be based on factors as decided by the development and maintenance team.

4. CONSULTANT'S AND CLIENT ‘S RESPONSIBILITIES

A. Scope of Work: Client hereby retains the services of Consultant to Maintain the Website for Client in accordance with the request.

B. Changes: Changes to this Agreement, request or to any of the specifications of the Maintenance of Website shall become effective only when a written change request is executed by Client. Consultant agrees to notify Client promptly of any factor, occurrence, or event coming to its attention that may affect Consultant's ability to meet the requirements of this Agreement, or that is likely to occasion any material delay in the Services. In the event of a conflict between the terms of this Agreement and a change request, the terms of this Agreement shall govern.

C. Client’s Responsibilities: Client agrees to perform all tasks assigned to Client as set forth in this Agreement or a Change request, and to provide all assistance and cooperation to Consultant in order to complete timely and efficiently the Maintenance of the Website. Consultant shall not be deemed in breach of this Agreement, the Services, a Change request, or any milestone in the event Consultant's failure to meet its responsibilities and time schedules is caused by Client failure to meet (or delay in) its responsibilities and time schedules set forth herein, a Change request, or this Agreement. In the event of any such failure or delay by Client (i) all of Consultant's time frames, milestones, and/or deadlines shall be extended as necessary; and (ii) Client shall continue to make timely payments to Consultant as mutually decided and any Change request(s) as if all time frames, schedules, or deadlines had been completed by Consultant. Client shall be responsible for making, at its own expense, any changes or additions to Client current systems, Website, and hardware that may be required to support the operation of the Website. Unless otherwise contracted with Consultant or reflected in a Change request, Client shall be responsible for initially populating and then maintaining any databases on the Website as well as providing all content for the Website. With the execution of a Change request specifically asking Consultant to assesses the Client systems, Website and hardware from time to time, Consultant may charge extra fee for this changes request as deemed fit and will perform specified task after such additional fees/bills have been paid.

5. FEES

A. Website Annual Maintenance Fee: All Fees and charges for Annual Maintenance are mentioned in respective sections of Annual Maintenance Agreement Clauses

B. Credits Purchasing fees: All Fees and charges for Credit purchases for work out of the scope of Annual Maintenance are mentioned in respective sections of Credit Purchase policy.

The total price for all of the work set forth in the Agreement shall be set forth in the Request (the "Annual Maintenance Fee"). This price covers all work for the Request only for website Maintenance as requested (excluding post-approval modifications not implemented by Client, changes to request and other utilities purchase like domain name, server space, additional tools/Software, licenses, hardware etc.). Unless otherwise stated in the Request, the Maintenance Fee to Consultant is due and payable upon placing the Order and Consultant shall have no obligation to perform any work until payment is received and such funds are cleared from the relevant financial institution. Consultant's services are "AS-IS, WHERE-IS, WITH ALL FAULTS" and refunds may not be provided for Consultant's services hereunder.

(1). Website Maintenance abandonment: If after repeated attempts to begin, continue, or finalize the delivery of Maintenance services, Client fails to participate, or becomes otherwise unresponsive to Consultant’s requests for a period of one (1) month, the project may be considered abandoned, and Consultant may refuse any refund to Client. Neither any refund will be done nor any further work will be done and together with this no further intimation for work or request for delivering any part of the Website/ Maintenance will be entertained and all the payments made by Client to consultant will become zero, and Client will have forfeited all rights to receive any refund for services purchased as described in the original Request for Website Maintenance.

6. ANNUAL MAINTENANCE DEFINITION, RESPONSIBILITIES AND SCOPE OF WORK

1. Annual Maintenance Contract includes maintaining the already developed software/website/solution by HubDigiTech and will be done only for codes in AS It IS form.

2. Annual Maintenance Contract will not include any further enhancement or add on to website/code/data/software/module/solution etc. on already deployed code

3. For enhancement, add-on developments, upgradations, improvement etc. credits need to be purchased (for Credits definitions and other parts please refer Credit Policy)

4. Credits need to be purchased in advance and then work on development or enhancement would begin

5. Credits quantity need to be purchased as suggested by Development and Maintenance team will be dependent on size (line of code), testing (iterations, range, load, performance etc.), number of modules, complexity of module etc.

6. Third party plugins would be charged extra

7. Artwork, creative work, redesigning etc. all tasks are covered under purchase credits policy only.

8. The services for maintenance will be given to maintaining the code in a way it was developed. i.e. Maintenance clearly means maintaining the original code and modules which was deployed on the server and was working w.r.t deployed platform and versions at deployment time.

9. Maintenance does not include updating of web pages, image updates/editing, graphic design, graphics editing, database design, database changes, programming, search engine optimization /re-designing/ refining/ improving designs/ modules/ codes etc.

10. If any module/part of website/software/solution etc. stop working/ malfunctioned/ produce irrelevant/ undesirable results due to change/ updating/ stop functioning etc. of any plugin, third-party plugins, supporting applications, dependent modules/applications/solutions etc. due to any effected/affected code, intrusion, any versioning issues, compatibility issues, upgradation of software/servers/languages/ pack/ versions/browsers/database etc. will not be included in Maintenance. Such requests will be covered in upgrades and will be worked upon after purchasing Credits for work in advance.

11. The maintenance team is not responsible for rewriting sentences, restructuring paragraphs, formatting or checking for typing errors, misspellings, etc. on website/software/solutions etc.

12. Maintenance does not include changes made to Customer's website(s) by other parties (plugins, third party links/plugins etc.)

13.The maintenance team is not responsible for third-party plugins/dependent applications/software/solutions/modules etc. that may become unusable as a result of Maintenance Services performed.

14.Maintenance does not include correcting/ debugging/ maintaining etc. of compromised, hacked, or otherwise defaced or infected websites/software/ Applications/Solutions etc.

15.We are not responsible for keeping data/ information/ emails or any other associated part/module/software/website etc. secured/ uncompromised in any way.

16.Recovery or repair of Customer's website/software or its associated parts are not guaranteed.

17.Maintenance is subjected to Maintenance team and other resources availability and competency

18.Maintenance does not include Availability of backups of codes/data etc. (For this clients are advised to purchase Code Backup Services by HubDigiTech, Code/data/website Backup Services is not included in this AMC unless otherwise Paid)

19.Maintenance does not include developing new content or writing new copy for Customer

20.No workaround will be done in case of any hacking, virus, malware etc. attack is done on website/data/code or elsewhere from inside or outside. (For this client are advised to Purchase Code Guard Services by HubDigiTech, Code Guard is not included in this AMC unless otherwise Paid)

21.We do not guarantee original website to remain live/ up/ working correctly until the website is under maintenance

22.For Annual Maintenance, 60 minutes (1 hr.) per month time slot is provided for eligible changes under maintenance on per month basis.

23.Total of 12 hrs. are provided for a year for annual maintenance.

24.No clubbing of maintenance hrs. for any month can be done. Each month has defined 1 hr. only.

25.If time getting consumed for maintenance is exceeding more than allotted time per month (i.e. more than 1 hr.), then credit hrs. are mandatory to be purchased prior to any work will be taken up any further.

26.Unnecessary changes just for exhausting maintenance time limit per month will not be entertained.

27.Minutes left unused/unutilized per month cannot be cumulated/clubbed or carry forwarded i.e. Unused time does not transfer from month to month and get lapsed at the last date of every month and completely laps at the end of AMC

28.Time slots under one website AMC cannot be transferred on any other website of same or different client and if Once AMC time lapsed, the associated/ unused time slot of AMC on that particular account will also laps.

29.In case website is/was built outside HubDigiTech environment i.e. by any third party or third party utility then also the Annual Maintenance contract will be applicable only after HubDigiTech company explicitly approves to take on the request to Maintain the requested Website.

30.HubDigiTech team, company, consultant and its associates will not be responsible in any case when a website/service/software/utility etc. is developed by third party or any other vendor outside HubDigiTech, used any third party utility/utilities including but not limited to platforms, services, APIs, databases, hosting services outside HubDigiTech servers etc.

31.As the website was not developed by HubDigiTech team (Partly/ completely/ worked on few new modules or otherwise) hence dependences are on items/services/codes outside HubDigiTech environment (either established /traceable or not). In all such cases Client fully understand, acknowledges and agrees that we Being a consultant cannot provide turnkey/immediate solution to issues coming on website immediately and may not be able to rectify or correct the issues always.

32.In many cases to maintain the website we need to integrate third party applications, update third party applications/services/APIs, etc. which may be chargeable by third party or else sometimes difficult to integrate/worked up. In all such cases a separate bill would be generated which should be cleared before the actual work would start.

33.As website is/was built by using third party platform, services, etc. there may be an Access available from outside which might be established /traceable or not. In all such cases Client fully acknowledges, agrees and understand, that Consultant will not be able to perform any thing on such website. In all such cases Maintenance team/consultant/company is at No fault whatsoever

34.There may be some features/modules/functions etc. on the website which might not be in working order (traceable/ established/ discovered or not) prior handling over the project to us. In such cases if there are known/discovered difficulties then client acknowledges and agrees to provide the list of such items/functions etc. to the consultant. In case no such items are furnished then all such difficulties would be considered as unknown and to be existing prior to the handing over of the website/project to the consultant. In all such cases the consultant is not bound to correct any/all such issues and there would not be any timeliness for the same. For the correction and updating client would be billed separately or according to the credit purchase policy.

35.Client fully acknowledges, agrees and understand, that Consultant has not developed the requested website and now consultant needs to maintain the website hence, there might be some issues such as performance, breaking, not loading etc. which might come across working around the maintenance activities. in all such situations and situations stated in above points/Clauses, any loses/issues etc. due to time delay, performance, integrity of website in anyway will not be the responsibility of the consultant .

7. CREDIT PURCHASING POLICY, DEFINITION AND SCOPE OF WORK

Credits are time slots purchased prior beginning of any upgrading/enhancing/ redesigning etc. work which needs to be done for website/software/solution etc. which falls out of scope from Annual Maintenance Contract

1.Each 1 credit will come with 3 hrs. of development time slot, included with testing and deploying

2.Each 1 credit is of INR 500/-

3.How much credits would be needed for any particular task will be informed by Development and Maintenance team after inspection and study.

4.Minimum of 1 credit needs to be purchased if Purchase is done individually after AMC.

5.The customer can Purchase any number of Credits as needed.

6.Credits can be used for developing new modules, improving existing modules, re-engineering/coding of any part only.

7.If website redesigned/ redeveloping (of already developed code/website) touches 30% then credits cannot be used in such cases. Costing of each module wise would be charged and will be stated under new requirements.

8.Credit purchased are attached to each Client particular website only hence Credits are neither transferable on other websites (of same client or other) nor carry forward on next year AMC or credit purchasing, i.e. if Once AMC time lapsed, the associated Credits on the account will also laps.

9. in case client abandon the project or request to stop maintaining the website for what so ever reason, no revert of payment or reimbursement of left/unused Credits would be done

8. CLIENT’s RESPONSIBILITIES

For the purposes of providing these services, Client agrees:

•To provide Consultant with requirements of website maintenance on mail.

•To provide Consultant with server access credentials of CLIENT.

•To provide timely approvals, reviews and clearances as needed by Consultant.

•To authorize Consultant to use of all CLIENT logos, trademarks, Website images, etc., for use in maintenance work.

9. CONSULTANT BINDS CLIENT ON

2) CLIENT will not give access of server and other associated Code or Database access to anyone without prior written permission from Consultant

3) CLIENT cannot share work methodologies, procedures, documentation, engineering work and other associate confidential or other paper/digital work or letters with any authorized designator of CLIENT without prior information and permission from Consultant.

4) Consultant believes and trusts CLIENT to be truthful, honest and loyal thought the lifespan of the work and association on assigned task.

5) Report submission of task done by Consultant as per required by the CLIENT will be submitted as deemed fit according to the workflow and procedure.

6) CLIENT will bear the loss and compensate Consultant if any company/ organization/department (government or non-government) issues notice to Consultant due to any technical/ ethical/ legal/ data or content copying/ copyrights or any other issue crop up.

7) Consultant will not be responsible for maintaining Servers, hosting services, domain services, other supporting software, tools, applications, hardware etc.

8) Any code which can harm any other code, functioning or services of any another Website or any other system or subsystem then in such cases Consultant will not be responsible and will not bear the expenses incurred, in such cases CLIENT will be only party to deal with such cases and Consultant is not liable in any way.

9) In case Consultant plans to stop operation (company) then Consultant will inform CLIENT one (1) month prior to stop functioning and in such cases no claims for refund, maintenance or any upgrading of Website or any other associated work will neither be taken up nor delivered. In such cases CLIENT commits that CLIENT will not solicit against Consultant or against any other entity of the company.

10) Resolving of errors will be done by Consultant team on the basis on urgency, importance and relevancy of errors.

11) CLIENT will keep all the associated source code, server access credentials, databases, passwords and usernames etc. safe with themselves.

13) Consultant may deny service to CLIENT in terms of development, maintenance, enhancement or any other associated work as if it seems to be irrelevant, repetitive request, misleading, illegal, infeasible, intentionally causing waste of time or resources, unnecessary engagements, or any malafide intention to stop, disrupt the working of Consultant team in any manner at Consultant’s sole discretion

14) Consultant is authorized to use icons, logos, illustrations, Websites, studies, content, researches, digital work, reports, graphic etc. used to create and maintain Website without CLIENT permission.

15) Any rights, binding or commitments of Consultant under this Agreement shall not affect Consultant’s exclusive ownership on its working, past or future products, projects, services, any other engagements or any other items. If such things arise then CLIENT commits to allow Consultant to make any kind of changes in this Agreement after discussion with CLIENT.

16) Consultant will not be held accountable and responsible In case of virus attacks or hacking or any kind of infringement on the server, data, code etc. Any work accounting for rework, coding, securing, upgrade, etc. and this is out of scope of Annual Maintenance Agreement and will be computed under work after purchasing Credits for work and this will incur cost and time. In such cases additional cost will be allotted to Consultant. To solve such issues Consultant may include third party, experts consulting etc. and in such cases all the costing of Website and services required to solve such issues will be bear by CLIENT only.

17) CLIENT can neither modify any code, design, content, module or any associated part of Website nor can assign such tasks directly or indirectly to any party or entity, directly or indirectly related or unrelated to CLIENT without notifying Consultant and taking Consultant approval to do so.

18) CLIENT will be sole responsible in any cases arising in relation of theft of technology, code, patent or any other item related to Website or data of any kind.

19) CLIENT cannot request to allocate any member of Team from Consultant on their site or anywhere. Consultant reserves all the rights to place any of its team members at any working location of the Consultant Company or at any associated company of Consultant choice.

20) In any Case, due to any circumstances if any of the Consultant team member needed to be on site (at any location of CLIENT) for any purpose inclusive but not limited to in-person meetings, case studies, error resolving, deployments or any other work then in all such cases all the expenditures inclusive but not limited to travelling, compensations, resource purchase, accommodation, meals etc. will be borne by CLIENT only. In all such case to accept such request by Consultant will be at Consultant’s sole discretion and all the rights will be reserved by Consultant.

21) CLIENT will keep all the parts of this agreement as confidential and will not reveal any part or terms to any party without notifying to Consultant.

22) CLIENT Accepts that whenever Consultant may change the name of company, may restructure the company, may form a new company, acquire any other company, change the structure of existing or new company, change its entity or shift the work assigned by CLIENT to any other group of company or associated company, the contract will remain same and effective with new company name as well. If in Any Case Consultant or New Company need to change any agreement terms or cancel the agreement, then Consultant or that new company is allowed to do so after prior information to CLIENT.

23) Consultant may terminate the contract with immediate effect after informing CLIENT in cases included but not limited to disciplinary, ethical, work procedure etc. grounds.

24) CLIENT agrees to allow consultant to display consultant/company mark/logo/workable link etc. on provided solutions in footer within acceptable standards.

25) Consultant reserves the right of Privacy and safety of its Entities, associates, work methodologies etc. and in any case Consultant may deny any request pertaining to be in breach of it.

26) If developed/maintained system or its associated work caused any illegal activity of any kind, then Consultant or its entities will not be liable.

27) Consultant will not be liable for any content or information posted on Website/reports or anywhere else.

30) Hack testing, reliability testing, security auditing or any kind of testing is not allowed by client or any other designator, formal or informal without written consent from Consultant.

31) In any Case of loss of business or reputation or otherwise Consultant will not be held accountable or responsible.

32) CLIENT cannot share work methodologies, procedures, documentation, engineering work and other associate confidential or other paper/non paperwork (digital or otherwise) with any authorized designator of CLIENT or Anyone else without prior information and permission from Consultant.

33) With Prior Information to CLIENT, Consultant may assign any part or as whole part of any development/ Maintenance or any other associated work to third party or contractor as deemed fit.

34) CLIENT will provide the list of associated members in team and must be made available to Consultant in case required.

35) Infringement of security or privacy or any other rights did by CLIENT or by any of its entities including Website, digital or other solutions etc. then Consultant will not be responsible. Any modification of code or malfunctioning if occurred then Consultant will not be accountable for the same

36) Consultant will not be accountable for any loss of user, user data, data, registered or unregistered user data etc. related to Website or any other content, digital means etc.

38) Failure of server, non performing standards of servers, networking or any other resources which are not controlled by development team will not be responsibility of Consultant.

39) In any event of spread of viruses, infected programs, working of BOTS, Pornography, affected links, information or any illegal item etc. from Developed Website or Digital means or solutions, then in any such cases Consultant will not be held accountable or responsible. Any kind of damage to anyone included but not limited to computer systems, servers, databases, networks, user data, etc. or even to any person included but not limited to physically, mentally, emotionally, medically, financially etc. will not be the liability of Consultant and CLIENT will be solely responsible and accountable for that.

40) Client agree and acknowledge that no one, except from designated person from the consultant team would open up or connect with the hosting server for any of the purpose and neither the access credentials would be shared with any entity.

41) Client agree that after the AMC expire, no backups would be provided to any entity and neither request for backup/copies etc. providing request would be entertained for what so ever reason.

42) Client agrees to acknowledges and be bound with All the Terms and conditions, provisions, sections, clauses, points of agreements etc. from General Terms and conditions and any/All other terms of service, terms, policies (privacy and others) additionally applicable on them/it/client as relevant according to their work/service/project/Assignment etc.

43) Consultant does not provide any third party support of any service, module, function, feature etc.

44) Client agrees and acknowledge to accept all the sections & terms and conditions of WEBSITE DEVELOPMENT & MAINTENANCE AGREEMENT as whole, including additional relevant policies, Additional binding on client, General terms and conditions, etc. are applicable

45) Client agrees to acknowledges and be bound with All the Terms and conditions, provisions, sections, clauses, points of agreements etc. from General Terms and conditions and any/All other terms of service, terms, policies (privacy and others) additionally applicable on them/it/client as relevant according to their work/service/project/Assignment etc.

DIGITAL MARKETING AGREEMENT

Also applicable on SEO (Search Engine Optimization), SMO (Social Media Optimization), SEM (Search Engine Marketing), SMM (Social Media Marketing), Press Releases and other related work/Project/Assignments for Online Marketing

1. TERM AND TERMINATION

A. Term of Agreement: This Agreement shall be effective for one (1) year time frame from the date Client make the full payment in advance and The Work Related Time frame would be according to the time/Period of service requested and mutually decided and agreed on mail with Client and Consultant and the same is acknowledged on the mail and it is acknowledged by the consultant to start the work.

2. Digital Marketing Services – Consultant agrees to provide Client with Digital Marketing Services as described in this Agreement. Consultant is authorized to use the specific keywords and/or phases either provided by Client or designed, discovered or shortlisted by Consultant to be relevant for development, improving the ranking of, and/or positioning the contents of the Client website’s URL(s) in search engines and/or directories. Consultant is also authorized to create Social media profiles, directory listing, listing Client in catalogs, designing of images, videos, Presentations, emails etc. as required and can use all the items as required for carrying the SEO and SMO activities

3. Client Responsibilities – For the purposes of providing these services, Client agrees:

To provide Consultant with SEO admin panel & SMO (Social Media pages) access for making changes for the purpose of Digital Marketing Services.
To authorize Consultant use of all Client 's logos, trademarks, Web site images, etc., for use in creating informational pages and any other uses as deemed necessary by Consultant for search engine positioning, optimization, SMO, Digital Marketing activities, etc.

4. Consultant binds Client on-

Communication must be clear, concise and timely regarding work
Client cannot employee or consult directly or indirectly any current or previous employee/Associate of Consultant or its group of companies and associates for the work of consulting, Digital Marketing, SEO, SMO, Content, Digital marketing or any other work. In case any consulting has to be conducted by any individual then atleast 15 days prior to such activity proper information regarding the person has to be submitted by Client with clearly mentioning the purpose to Consultant.
Client will not modify any part of the content used for Digital Marketing, SEO or SMO activity by itself or by others.
On Social Media accounts, if any part needs to be added, edited or deleted then Client will send official mail to Consultant. No Changes is permissible to be done by Client by itself without prior information to Consultant.
Consultant believes and trust Client to be truthful, honest and loyal thought the life span of the Digital Marketing, SEO, SMO and digital work and association on assigned task.
Any work from Client to Consultant, Consultant may assign any of the work to any of its partnered companies, group of companies, or associates at any of the location of Consultant or its partnered companies or associates (in house or overseas) without prior information to Client.
Any issue arising out of content, images or any other digital item on any accounts of Social media either in direct control of Client or otherwise then Consultant will not be accountable or liable for the same.
If any Bad links are created by any entity, known or unknown, traceable or untraceable or otherwise then Consultant will not be held accountable, responsible or liable to pay any damages or compensate in any form.
Negative SEO, Negative SMO and Negative responses and user comments are beyond Consultant control hence Consultant will not be accountable or responsible in any such cases. Consultant will not be responsible for any negative SEO, SMO impact on ranking in any case.
Consultant will not bear the loss and will not compensate Client and will not be held accountable, if any other company used any black hat or grey hat SEO techniques against Client or its website or other digital presence.
Extra research work, assignments or reports may be requested by Client which will be furnished in mutually agreed timeframe but in all such cases additional costing will be borne by Client,
For completion of any assigned activity related to SEO, SMO, reports, research work, expert consulting etc. Consultant may assign/ hire a contractor after discussion with Client. For which Client will be billed additionally.
Irrespective of best efforts and methods deployed by Consultant, Client will be responsible for its online/offline and market reputation.
Consultant has no control over the policies of search engines (such as google or otherwise) or directories with respect to the type of sites and/or content that they accept now or in the future. Client’s website(s) may be excluded from any search engine or directory at any time at the sole discretion of the search engine (google/Yahoo etc.) or directory entity.
Consultant may use Client name, logo or any other non-confidential information as required for promotion of website by any means.
Consultant may revise the service charges in future depending upon the working cost, taxes and technology deployed after informing Client. Client understand that SEO and SMO activities are two (2) different work and for both the different work Consultant may charge differently as mutually agreed by both the parties. Client understands that during the course of operation and work the bill charged to Client for any of the activity is subjected to be revised as per pro rates bases and new taxes may get imposed and other taxes may get revised from time to time by the government agencies, hence all the bill raised for work by Consultant to Client may get revised during the course of operation with 1-week prior notice to Client.
Consultant may use and include Client name in any research work conducted by Consultant or its group of companies or by its associated companies and May use Client Name on Consultant partnered, group, associated company’s website or other digital and non-digital means.
Even after termination of agreement and other contracts, Client name will remain in Consultant or other associated group of companies list as Consultant previous client if required to be used by Consultant for any suitable purpose or testimonials and Client acknowledges to allow Consultant to use Client logo, name and other non-confidential information as required by Consultant.
Consultant may use Client Digital appearances and elements included but not limited to website, posts, directories, accounts, social profiles, Contents etc. for cross linking and link exchange for the purpose of Digital Marketing and branding.
Irrespective of best efforts and engagements by Consultant, Client cannot spread any kind of rumor, false information, bad words, negative publicity etc. which can harm the reputation of Consultant or reputation of any of its associated member or partnered companies. This commitment will remain valid even after termination/completion of the contract and will bind all the associated members and contractors of Client Company and Client associated companies.
Client abides to keep the bills generated for Digital Marketing, SEO, SMO and other associated work as confidential and by all means Client will maintain the confidentiality and secrecy of bills and charges and will not share the financial transactions with any one (except government and other law enforcing agencies of state and government of India) without prior permission from Consultant.
Client understands that the algorithms, system, design and other methodologies of Google and other search engine keeps on changing from time to time hence if any kind of penalty is imposed due to any work previously done or being in operation and if it effected the ranking of website or modified/edited/ deleted/ banned or otherwise then Consultant will not be held accountable and liable for the same.
Client abides to make all the payment of work in advance for each quarter. If some additional bills are generated, then Client will clear all the dues in stipulated time period as communicated by Consultant. in case of late payment Consultant will be forced to halt the work immediately and penalty would be imposed at the rate of INR 500/- per day. In all such cases Consultant will not be held responsible for any loss of ranking/time/ position or otherwise.
Mutually agreed feasible deadlines for work given to Consultant will be met.
Consultant will provide the details working to the appointed person by Client after intimation to Consultant. Consultant reserves all the rights to safeguard, protect, secure and will not share any proprietary working methods, procedures, logics, algorithms, tricks and tracks, online account details, confidential items and documents, engineered information’s, new learning and discoveries, directory and diaries of daily use, or any other material which seems to be important to Consultant business and competition and To which Consultant feels not to share with any entity inside or outside, at Consultant sole discretion.
Client agrees that if any type of details on work or report is needed then client must request the same on mail at least 20 days’ prior the contract/Agreement ending date and the request must also be acknowledged by the consultant. Consultant reserves the right of furnishing or non-furnishing of any details/information/report which consultant/consultant Team or management feels over exploit/too much time consuming/ not in good faith/for over engaging or any other purpose to hinder or hamper in consultant work.
After the contract/Agreement is over, no report or any other item would be furnished or provided for any of the purpose or reason
All the accounts on which consultant/Team works, if it is created or developed by consultant team will be under the possession of Company only. No account access details or account attachment with any entity would be allowed
Consultant will not entertain any joint venture or helping/assisting any other team of client for work, reporting, discussing etc.
Reporting, discussions, calls, mails and other associated work and communication would only be done with the single person appointed by the client. The Appointed person by the client must be within the direct system/organization of the client. The Appointed person must have the “letter of appointment” and “joining letter” from the client i.e. it must be the direct employee of client before the starting of the contract/Agreement date of Digital Marketing work. Furthermore, consultant/Our Team will not entertain Any consultant of client, temporary appointment, temporary arrangement, freelancer or any other team member from outside the direct control of client company/organization.
Reporting style, detail, information and other parts as provided in the first Month report will remain final. No further details, additional information adding/Editing would be done once the First month report has been accepted by the client. If in case any details is needed then Client must send a formal request on mail to consultant before the first month report or within Three (3) working days of first month report receiving by the client.
Client understand, agrees and acknowledge that client or its associates or any other related parity will not use any abusive language, mails, calls, chats etc. in any case in any manner
All the communication must be on email. Any communication/Briefings of work, details etc. on calls, chats etc. will not be entertained
Client understand, agrees and acknowledge that in any case of violation of any of the terms or conditions, policies, clauses etc. the work would be halted/Suspended immediately with/without any intimation to client. Further client request for any further engagements for reporting, details, work sharing etc. with the client would not be furnished moreover all the payment/money/Funds (advance or otherwise) would be withheld and Client understand, agrees and acknowledge that Client wave off its rights to claim any refund of the payment
Client agrees to acknowledges and be bound with All the Terms and conditions, provisions, sections, clauses, points of agreements etc. from General Terms and conditions and any/All other terms of service, terms, policies (privacy and others) additionally applicable on them/it/client as relevant according to their work/service/project/Assignment etc.
Consultant reserves the right to change any or whole part of the agreement at its own discretion, any time, without consulting the Client, Client Acknowledge to accept the changes without conflict. In case any update/change in agreement etc. is in conflict/ not acceptable to client, then it is client’s responsibility to get in touch with the company on mail and get the exclusive agreement done within the time period of 90 days from the date of new agreement version is made live on the website. All the changes would be made live of this same link and its clients responsibility to periodically check for the changes. Company/its associated/consultant etc. does not take responsibility to update client about when and how the changes in agreement is done

WEBSITE AUDITING SERVICES AGREEMENT

1. TERM AND TERMINATION

A. Term of Agreement: This Agreement shall be effective for one (1) week time frame from the date initial payment for work beginning is done in company bank account by the Client. Upon completion of one (1) week, for any of work related to website or audit of any kind or otherwise will incur additional charges.

B. Termination. This Agreement may be terminated by either party upon written notice to the other, if the other party breaches any material obligation provided hereunder and the breaching party fail to cure such breach within three (3) days of receipt of the notice.

2. WEBSITE AUDITING

A. Website Auditing: The Task of Website Auditing clearly states uncovering the possible issues with the website related to its coding, structure, SEO items, website speed and other related items. The Auditing would be done of the items as per the request of the client. It is not possible to cover each and every aspect of website issues/ loopholes/ glitches etc. to be uncovered and corrected in Generalized Website Auditing Services unless a specially specified Auditing and correcting Service is Requested for. The Auditing of the Website shall be in substantial conformity with the material provided to Consultant by Client. Minor updates and changes will be provided but This will not include adding/upgrading/ modifying of features or any other item which were not laid down during Auditing Services request. For any other specified services of Auditing, upgradations, etc. Separate bill would be generated.

B. Coordination Steps: Client understands that submissions for Website Auditing Services are limited to the number of coordination steps as provided in the Request. Client is encouraged to provide as much instruction and direction as possible with each submission.

C. Accessibility of Website During Auditing and Work Implementation: Throughout the Auditing of website, the website shall be accessible to Client on its own link. Until Client has approved the Changes, the changes will not be implemented on client website. For this client needs to provide all the necessary web servers, platforms, domain and other required access credentials.

D. Completion Date: Consultant and the Client shall work together to complete the website Auditing in a commercially reasonable manner. If text, tools, applications or any other items need to be added on the Website apart from Auditing of Website as requested by Client then Client must supply Consultant complete items/ tools/ applications and other items for all the website pages. Such items for website auditing are not included in Website auditing services cost and will be charged extra.

E. Copyright to Website: Client acknowledges, understands and agrees that Consultant may use its own and/or may purchase third party licenses for products or services that are necessary for Consultant to Audit website, which will be charged extra to Client, apart from Website Auditing Services Charges. Such products may include, but are not limited to server-side applications, new accounts, tools, "back-end" analyzation applications, auditing third party services, or any other copyrighted work/Software/application/tool etc. which Consultant deems necessary to purchase on behalf of Client to Audit Website. Client further acknowledges and understands that any such purchases/licenses billed to Client extra from Website Auditing Services cost will be owned by billing party. Consultant and its subcontractors retain the right to display graphics, use the code/design, other elements of the Website as examples of their work in their respective portfolios.

3. CONSULTANT'S AND CLIENT ‘S RESPONSIBILITIES

A. Scope of Work: Client hereby retains the services of Consultant to Audit the Website for Client in accordance with the request.

B. CLIENT’s Responsibilities: Client agrees to perform all tasks assigned to Client as set forth in this Agreement or a Change request, and to provide all assistance and cooperation to Consultant in order to complete timely and efficiently the Website Auditing. Consultant shall not be deemed in breach of this Agreement, the Services, a Change request, or any milestone in the event Consultant's failure to meet its responsibilities and time schedules is caused by Client ‘s failure to meet (or delay in) its responsibilities and time schedules set forth herein, a Change request, or this Agreement. In the event of any such failure or delay by Client(i) all of Consultant's time frames, milestones, and/or deadlines shall be extended as necessary; and (ii) Client shall continue to make timely payments to Consultant as mutually decided and any Change request(s) as if all time frames, schedules, or deadlines had been completed by Consultant. Client shall be responsible for making, at its own expense, any changes or additions to Client’s current systems, Website, and hardware that may be required to support operation of the Website. Unless otherwise contracted with Consultant or reflected in a Change request, Client shall be responsible for initially populating and then maintaining any databases on the Website as well as providing all content for the Website. With the execution of a Change request specifically asking Consultant to assesses the Client ‘s systems, Website and hardware from time to time, Consultant may charge extra fee for this changes request as deemed fit and will perform specified task after such additional fees/bills have been paid.

4. FEES

A. Website Auditing Services Fee: The total price for all of the work set forth in the Agreement shall be set forth in the Request (“the Website Auditing Service Fee"). This price covers all work for the Request only for Website Auditing Service as requested (excluding post-approval modifications, changes to request and other utilities purchase like domain name, server space, additional tools/Software, licenses, hardware etc.). Unless otherwise stated in the Request, the Website Auditing Service Fee to Consultant is due and payable upon placing the Order and Consultant shall have no obligation to perform any work until payment is received and such funds are cleared from the relevant financial institution. Consultant's services are "AS-IS, WHERE-IS, WITH ALL FAULTS" and refunds may not be provided for Consultant's services hereunder.

(1). Project abandonment: If after repeated attempts to begin, continue, or finalize the delivery of services, Client fails to participate, or becomes otherwise unresponsive to Consultant’s requests for a period of one (1) month, the project may be considered abandoned, and Consultant may refuse any refund to Client. Neither any refund will be done nor any further work will be done and together with this no further intimation for work or request for delivering any part of the service will be entertained and all the payments made by Client to consultant will become zero, and Client will have forfeited all rights to receive any refund for services purchased as described in the original Request for Website Auditing Service.

5. CLIENT’s RESPONSIBILITIES

For the purposes of providing these services, CLIENT agrees:

To provide Consultant with requirements of Work on mail.
To provide Consultant with server access credentials of Client and other suitable access credentials for the work as required.
To provide timely approvals, reviews and clearances as needed by Consultant.
To authorize Consultant to use and modify of all Client logos, trademarks, Website images, etc., for use/ add/ edit/ Modify codes/ special codes, tools/ applications/services etc. for completion of work.
Make timely Payments as per the discussions prior to the beginning of work

6. CONSULTANT BINDS CLIENT ON

Client will not give access of server and other associated Code or Database access to anyone without prior written permission from Consultant
Client cannot share work methodologies, procedures, documentation, engineering work and other associate confidential or other paper/digital work or letters with any authorized designator of Client without prior information and permission from Consultant.
Consultant believes and trusts Client to be truthful, honest and loyal thought the life span of the work and association on assigned task.
Report submission of task done by Consultant as per required by the Client will be submitted as deemed fit according to the work flow and procedure.
Client will bear the loss and compensate Consultant if any company/ organization/department (government or non-government) issues notice to Consultant due to any technical/ ethical/ legal/ data or content copying/ copyrights or any other issue crop up.
Consultant will not be responsible for maintaining Servers, hosting services, domain services, other supporting software, tools, applications, hardware etc.
Any code which can harm any other code, functioning or services of any another Website or any other system or sub system then in such cases Consultant will not be responsible and will not bear the expenses incurred, in such cases Client will be only party to deal with such cases and Consultant is not liable in any way.
In case Consultant plans to stop operation (company) then Consultant will inform Client one (1) month prior to stop functioning and in such cases no claims for refund, maintenance or any upgrading of Website or any other associated work will neither be taken up nor delivered. In such cases Client commits that Client will not solicit against Consultant or against any other entity of the company.
Resolving of errors will be done by Consultant team on the basis on urgency, importance and relevancy of errors.
Client will keep all the associated source code, server access credentials, databases, passwords and usernames etc. safe with themselves.
Consultant will not be responsible for any loss inclusive but not limited to loss of data, registered or non-registered user credentials, passwords, etc. together with this Consultant will not be responsible for any security or privacy breach or infringement by or of any individual, company or any entity directly or indirectly associated with any part of Website or any digital services.
Consultant may deny service to Client in terms of development, maintenance, enhancement or any other associated work as if it seems to be irrelevant, repetitive request, misleading, illegal, infeasible, intentionally causing waste of time or resources, unnecessary engagements, or any malafide intention to stop, disrupt the working of Consultant team in any manner at Consultant’s sole discretion
Consultant is authorized to use icons, logos, illustrations, Websites, studies, content, researches, digital work, reports, graphic etc. used to create/ work/modify /upgrade/optimize/ audit Website without Client permission.
Any rights, binding or commitments of Consultant under this Agreement shall not affect Consultant’s exclusive ownership on its working, past or future products, projects, services, any other engagements or any other items. If such things arise then Client commits to allow Consultant to make any kind of changes in this Agreement after discussion with Client.
Consultant will not be held accountable and responsible In case of virus attacks or hacking or any kind of infringement on the server, data, code etc. Any work accounting for rework, coding, securing, upgrade, etc. will incur cost and time. In such cases additional cost will be allotted to Consultant. To solve such issues Consultant may include third party, experts consulting etc. and in such cases all the costing of Website and services required to solve such issues will be bear by Client only.
Client can neither modify any code, design, content, module or any associated part of Website nor can assign such tasks directly or indirectly to any party or entity, directly or indirectly related or unrelated to Client without notifying Consultant and taking Consultant approval to do so.
Client will be sole responsible in any cases arising in relation of theft of technology, code, patent or any other item related to Website or data of any kind.
Client cannot request to allocate any member of Team from Consultant on their site or anywhere. Consultant reserves all the rights to place any of its team members at any working location of the Consultant Company or at any associated company of Consultant choice.
In any Case, due to any circumstances if any of the Consultant team member needed to be on site (at any location of Client) for any purpose inclusive but not limited to in person meetings, case studies, error resolving, deployments or any other work then in all such cases all the expenditures inclusive but not limited to travelling, compensations, resource purchase, accommodation, meals etc. will be borne by Client only. In all such case to accept such request by Consultant will be at Consultant’s sole discretion and all the rights will be reserved by Consultant.
Client will keep all the parts of this agreement as confidential and will not reveal any part or terms to any party without notifying to Consultant.
Client Accepts that whenever Consultant may change the name of company, may restructure the company, may form a new company, acquire any other company, change the structure of existing or new company, change its entity or shift the work assigned by Client to any other group of company or associated company, the contract will remain same and effective with new company name as well. If in Any Case Consultant or New Company need to change any agreement terms or cancel the agreement, then Consultant or that new company is allowed to do so after prior information to Client.
Consultant may terminate the contract with immediate effect after informing Client in cases included but not limited to disciplinary, ethical, work procedure etc. grounds.
Client agrees to allow consultant to display consultant/company mark/logo/workable link etc. on provided solutions in footer within acceptable standards.
Consultant reserves the right of Privacy and safety of its Entities, associates, work methodologies etc. and in any case Consultant may deny any request pertaining to be in breach of it.
If Client system/Website etc. or its associated work caused any illegal activity of any kind, then Consultant or its entities will not be liable.
Consultant will not be liable for any content or information posted on Website/reports or anywhere else.
Consultant cannot ensure Data Copying and reusing by any person on and off internet or other means hence in any such cases Consultant will not be held responsible and accountable for any loss pertaining out of this.
Consultant cannot provide protection from hackers, in any breach of security or hacking cases Consultant will not be accountable or responsible. Any kind of protection is not covered in any such cases.
Hack testing, reliability testing, security auditing or any kind of testing is not allowed by client or any other designator, formal or informal without written consent from Consultant.
In any Case of loss of business or reputation or otherwise Consultant will not be held accountable or responsible.
Client cannot share work methodologies, procedures, documentation, engineering work and other associate confidential or other paper/non paper work (digital or otherwise) with any authorized designator of Client or Anyone else without prior information and permission from Consultant.
With Prior Information to Client, Consultant may assign any part or as whole part of any work or any other associated work/Service to third party or contractor as deemed fit.
Client will provide the list of associated members in team and must be made available to Consultant in case required.
Infringement of security or privacy or any other rights did by Client or by any of its entities including Website, digital or other solutions etc. then Consultant will not be responsible. Any modification of code or malfunctioning if occurred then Consultant will not be accountable for the same
Consultant will not be accountable for any loss of user, user data, data, registered or unregistered user data etc. related to Website or any other content, digital means etc.
Client is advised to take local backup or other backups of code, data and other associated items with them. Consultant and its team will not be liable for any loss of data or any other item associated with website which might get affected/effected during Auditing work or correcting the errors/ issues of the website. In any such case/ cases Consultant will not be liable.
Consultant will not be responsible for any legal matters pertaining to content, data, Website, information, use of digital services, Website etc. in any way. all such things will be bear solely by Client at their cost
Failure of server, non performing standards of servers, networking or any other resources which are not controlled by Consultant team will not be responsibility of Consultant.
In any event of spread of viruses, infected programs, working of BOTS, Pornography, effected links, information or any illegal item etc. from client Website or Digital means or solutions, then in any such cases Consultant will not be held accountable or responsible. Any kind of damage to any one included but not limited to computer systems, servers, databases, networks, user data, etc. or even to any person included but not limited to physically, mentally, emotionally, medically, financially etc. will not be the liability of Consultant and Client will be solely responsible and accountable for that.
Website auditing task includes only Generalized Website Auditing for betterment of website. For specified Auditing, specific request need to be placed by the client for which billing would be done separately.
Auditing Service Does not include correcting of task/ issues of website/ errors/ issues in related services etc. For this separate request has to be placed for which billing would be generated separately.
Website issues/errors correction can only be done up to a level depending upon several factors based on platform of website, structure of website, website base design, creatives, website dependencies, related items, services, tools etc. hence correction or improvement of any/ all, errors/ issue or issues is not always possible. For which consultant will not be held responsible/ accountable and neither it will be considered as incapability/ inconsistency in service.
There may be technical issues due to which correcting a website is not feasible, in any or all such cases consultant will not be held responsible/ accountable and neither it will be considered as incapability/ inconsistency in service.
Client understand that each task requires certain degree of experience and expertness. Hence in any case where consultant is not able to audit or correct issue beyond its team capacity then consultant or its team will not be held responsible/ accountable and neither it will be considered as incapability/ inconsistency in service however Consultant and its designated officials will do their best, but beyond our capacity it will not be possible for us to perform any task
All those tasks/ issues/ errors which Auditing team will catch and believes to be corrected, will be done beyond that the issues which consultant team consider technically not feasible or does not hold much important to be done will not be taken up
Client understand that during and after the implementation of changes as suggested by Auditing team, the Website may change partially or fully in terms of structure, design, work, work flow, user flow or modules/ pages functioning or otherwise. For which client acknowledge that consultant team is authorized to do so.
Issues/ problems/ errors etc. on or off website coming in front after the website auditing and implementation of auditing suggestions have been done and delivered or other website (Client’s) or its entities related issue comes or surface within or outside client website, which may arise after the web enhancement has been done will not be entertained regardless of degree of urgency or impact on client/ its website/ business/ company etc.
Website auditing and issues correcting is only related to website as suggested by auditing team will be performed. It does not include any development or enhancement work in any case.
Any modules/functions or other parts of website or website as a whole if stop functioning or functions incorrectly or otherwise during or after the auditing then it will not be the responsibility of auditing team. Consultant is not providing any maintenance or development service.
Client should be aware of the fact and must acknowledge that the Website may or may not be available while auditing work is being done. Any issues pertaining to that will not be entertained. And neither any loss occurring of any type or kind will not be consultant responsibility.
Any issue with database, server, bandwidth, other paid services etc. will not be of consultant responsibility if it gets affected/effected or used/exhausted.
After best of the efforts and Even after auditing website may be left with or develops new errors, issues etc. by any of the purpose. Consultant do not take any responsibility or accountability to fix it. Client understand and acknowledged that consultant and its team is not performing any reliability testing or testing of any other type. We do not certify that after website Auditing Service your website would be totally free of errors or issues.
Consultant reserves the right to change any or whole part of the agreement at its own discretion, any time, without consulting the Client, Client Acknowledge to accept the changes without conflict. In case any update/change in agreement etc. is in conflict/ not acceptable to client, then it is client’s responsibility to get in touch with the company on mail and get the exclusive agreement done within the time period of 90 days from the date of new agreement version is made live on the website. All the changes would be made live of this same link and its clients responsibility to periodically check for the changes. Company/its associated/consultant etc. does not take responsibility to update client about when and how the changes in agreement is done
Client agrees to acknowledges and be bound with All the Terms and conditions, provisions, sections, clauses, points of agreements etc. from General Terms and conditions and any/All other terms of service, terms, policies (privacy and others) additionally applicable on them/it/client as relevant according to their work/service/project/Assignment etc.

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