Terms & conditions
SOFTWARE DEVELOPMENT AND CONSULTING SERVICES
This Service Agreement (“Agreement”) shall apply and govern the Statement of Work(s), project, letter of intent, or the other document (“SOW”) executed between Persistent Systems Limited or any of its affiliates [specifically identified within the SOW] (“Consultant/Consultant”) and Customer, for the aim of providing professional services (“Services”) or deliverables (“Deliverable”) for software development and consulting.
Payment is going to be made by the Customer within 15 days upon receipt of an invoice. within the event there’s a delay in payment for quite 5 days from the maturity, the Customer shall be susceptible to pay an interest of 1.5% per month or maximum permitted by applicable law, whichever is a smaller amount, on the delayed payments from the date of payment. Consultant shall be relieved of its obligations under this Agreement within the event of non-payment of the Fees or expenses due and shall retain the rights within the Services that the quantity is outstanding. The consultant will provide the Hardware and Software stated in Annexure – 01, as a part of its standard package if required while providing the offshore Services from the Consultant’s location(s) in India. The contractor’s relationship with Company is that of an independent contractor, and zilch during this Agreement is going to be construed to make a joint partnership, venture, agency, or employer-employee relationship.
Customer will have seven (7) days following receipt of the Services or Deliverable (“Acceptance Period”), to finish acceptance tests as per acceptance criteria agreed within the SOW (“Acceptance Criteria”). If no notice of non-conformance to Acceptance Criteria is reported during the Acceptance Period, Deliverables or Services are deemed accepted by the Customer.
Confidential information shall mean any information disclosed by one party to the opposite party, in any form including without limitation documents, business plans, ASCII text file, software, technical/ financial/ marketing/ customer/ business information, specifications, analysis, designs, drawings, data, computer programs, any information regarding personnel or Affiliates of a celebration and include information disclosed by third parties at the direction of a Disclosing Party and marked as confidential within 15 days of such disclosure. steer shall, however, exclude any information which (i) is/ was publicly known or comes into the public domain; (ii) is received by the Receiving Party from a 3rd party, without breach of this Agreement; (iii) was already within the possession of Receiving Party, without confidentiality restrictions, at the time of disclosure by the Disclosing Party; (iv) is permitted for disclosure by the Disclosing Party in writing; (v) independently developed by the Receiving Party without the use of Confidential Information; (vi) is required to be disclosed by the Receiving Party pursuant to any order or requirement from the court, administrative or governmental agency, on condition that the Receiving Party shall give the Disclosing Party prompt written notice of such order or requirement and a chance to contest or seek an appropriate protective order. The Receiving Party agrees to not use any wind for any purpose aside from conducting business with the Disclosing Party, or otherwise agreed in writing.
INTELLECTUAL PROPERTY RIGHTS
Customer shall own very well, title and interest in and to the Deliverables. The rights, title, and interest in and to the Deliverables shall be granted to the Customer only upon receipt of full payment by the Consultant. To the extent that the Deliverables incorporates Consultant pre-existing holding (“Consultant Pre-existing IP”), and such Consultant Pre-Existing IP are necessarily required for the right functioning of the Deliverables Consultant grants to Customer a perpetual, non-exclusive, worldwide, transferable, royalty-free license to use such Consultant Pre-Existing IP solely together with the Deliverables.
Except as expressly stated during this Agreement, the parties disclaim all warranties of any kind, implied, statutory, or in any communication between them, including without limitation, the implied warranties of merchantability, non-infringement, title, and fitness for a selected purpose.
LIMITATION OF LIABILITY
The total liability of the parties under this Agreement (whether in contract, tort (including negligence)) shall not exceed the fees paid to the consultant hereunder. The parties disclaim any indirect, special, consequential, or incidental damages or loss of revenue or business profits, however, caused, whether or not advised of the chance of such damages. The foregoing limitations of liability will apply notwithstanding the failure of the essential purpose of any limited remedy herein.
Either party may terminate the Agreement upon sixty (60) days’ notices to the opposite party. Either party may terminate this Agreement immediately if the opposite party breaches the terms of this Agreement and also the breach remains uncured for 30 days from the date of receipt of the notice. just in case of termination, the Consultant shall be obtained the Services provided on a pro-rata basis.
NON-HIRE AND NON-SOLICITATION
During the term of this Agreement and for one (1) year thereafter, neither party will directly or indirectly recruit, solicit or induce any personnel, Consultant or advisor of the opposite party to terminate his or her relationship with such other party without the prior written permission of the opposite party.