The following Terms and Conditions document is a legal agreement between Techweblabs, hereafter the ‘Developer’, ‘us’, ‘we’, ‘Techweblabs, ‘ETPL’, and the ‘Client’, ‘you’ for the purposes of consultancy, business solution, mobile app, extension, and/or website design or development.
All the clients deemed to abided by the set terms & conditions.
- Scope of work
The client shares the requirement which is aligned between the company and the client to finally create a business proposal. All the deliverables, inclusion, exclusion, support, payment, timeline, etc are defined clearly in the business proposal document.
Any client is willing to work is deemed to have agreed to the business proposal shared at the start of the project work.
2. Project or payment Milestones
Based on the work, the company will inform the client about various milestones and updates in the CRM for the client’s review. This is done in case the project is an enterprise solution with lead-time of 10+ weeks.
When a ready-made business solution opted, the milestones are not required as the project is wrapped up within 2-3 weeks or less.
3. Changes in the Project
Once the business proposal is accepted and the scope of work is finalized, any change will have to be re-evaluated in terms of feasibility, cost & timeline impact, etc. The client contact company via email for any change requirement. The company will analyze the client requirement, check the feasibility and inform the cost, timeline impact, and any other change in the earlier finalized scope of work.
4. Client’s scope of work
Any input as decided/agreed/defined in the scope of work, which may include following, but not limited to, has to be provided in a timely manner;
- Benchmark/references for
- User interface
- Various modules
- User experience
- Multi-language execution approach
- Wireframe/competitor website screenshots
- Branding colour pallet (if any)
- Various third-party platform access with API keys
- Approval for various design, development approaches
- List of merchants to be integrated for sale, coupon API
- Affiliate network accounts with API keys
- Merchant affiliate program
- Proxy servers and any other necessary scripts, etc.
- Website Domain
- Logo / Favicon
- Graphic images/video
- Content for about us, merchants, how it works, refer & earn, etc. Branding images (Offices, our people, etc)
- Merchant logos
- Configuration with actual content/images
- Well configured AWS Server
- Any paid services from the third party
- Google Play, iTunes, Browser extension store account with a subscription
- Google Chrome / Firefox developer account to deploy the browser extensions
As listed in the scope of work of the company, the client is deemed to be responsible to furnish the above details on-time during the development.
The Techweblabs company will suggest the client use only a genuine licensed version of any scripts, plugins, extensions, themes, software, etc. Any premium plugin/theme/script etc if used for the project development needs to be purchased by the client separately to own the single-use valid license.
5. Final Deliverables
The company will agree to deliver full source code to the client as per the agreed scope of work within the committed timeline, including;
- Fully functional website, mobile app, browser extension, etc
- Content, graphics, the font may be representative and not actual, client need to update these once the delivery is completed
The website or mobile application or chrome extension created by the Developer will be up and running, online, functional, and accessible by Client. The client is informed and understands that the Developer will use its best efforts to perform the test cases.
However, the Client understands that mobile applications, websites, and software are complicated and imperfect environs. The developer will attempt to test any bugs and/or errors, but those efforts will be based upon the original specifications, including agreed-upon modifications of Client
6. Original Work/Confidentiality
The company promises that work does not violate the patent, copyright, trade secrets, or another property right of any person, firm, or entity. The company promises that this Non-Disclosure Agreement does not conflict with any other contract, agreement, or understanding to which company is a party.
The original business solution developed by the developer will remain the IP of the developer as the original owner. The client is legally restricted to resell/distribute/copy/clone the website, app, extension for any other/commercial purposes.
Any enterprise solution developed as per the client’s requirement document will be an IP of the client. The developer promises to hold and maintain in strict confidence any confidential information that Client provides (such as proprietary technical or business information), and the company will not disclose such information to any third party except as may be required by a court or governmental authority.
7. Documentation & training
The developer provides detailed documentation regarding the requirements before starting the project, video tutorials on how to use the system, solution. The one-on-one training or knowledge transfer is available at an additional cost of $25 / hour.
If Client asks Developer to train Client onsite, Client agrees to pay $1000 / day reimbursement plug actual costs of travelling to the Client location, including but not limited to transportation, lodging, and food expenses.
The Client agrees that until the Client pays the company in full, Client will not acquire the rights or license to use or transfer ownership of any software that Developer creates for Client under this Agreement.
The company owns the right to destroy the software if the payment in full is not received within 30 days from the time the payment request is raised. After that, no claim on the software will be entertained, nor the initial released payment will be refunded.
The client agrees to pay for the additional custom work or any new features if added later.
There won’t any compensation for the bugs, delay or quality issues that occur in the solution, however, the developer agrees to inform the client about the delay and fix the quality-related issues as and when noticed/reported
10. Right To Make Changes
The client agrees, that Developer cannot complete work for Client or meet agreed milestones unless Client gives timely feedback as and when sought. Client agrees to provide timely feedback so that Developer can understand Client concerns, objections or corrections, and Client promises the acceptance of the deliverables, the company will provide Client at each milestone.
The client agrees that if Client asks the company to make changes or additions to the software after Client approves the final files, Client and the company will finalize a separate additional payment for company’s effort to make such changes.
11. Feedback and Acceptance
Company agrees that after Client pays Developer in full, Client may make any changes or additions to the software Developer creates for Client under this Agreement, which Client in Client’s discretion may consider necessary, and Client may engage others to make any such changes or additions, without further payments to the company.
The company and the Client agree to the following acceptance process: Company will test the software that the Developer creates for the Client to make sure that it is working properly. In turn, Client promises that Client will evaluate the deliverables that company provided to Client at each milestone listed in the business proposal/scope of work document and let the company know the update within forty-eight (48) hours after Client receives each deliverable, whether Client accepts or rejects it. If Client rejects a deliverable, the Developer will correct any errors and again ask Client to accept or reject the corrected deliverable – which Client promises to do within forty-eight (48) hours after Client receives the corrected deliverable.
When Company delivers or deploys the website or mobile application to the client-server and completes work for Client under the Agreement, Client agrees that Client will test the delivered system in its entirety to determine if the company completed the work as required/specified Client. The client promises to let the company know in writing or email within seven (7) business/working days after company delivers the final files whether the Client accepts or rejects the final files. If Client rejects the final files, the Developer will correct any errors and again ask Client to accept or reject the corrected deliverable – which Client promises to do within seven (7) business days after Client receives the corrected deliverable. This process shall continue until Client accepts the deliverable or seven (7) business days have passed and Client has not accepted or rejected a deliverable (at which point it will be deemed accepted). Finally, the Client agrees that the company work on this project will be complete and the Agreement will end after the Client has approved the final deliverable.
12. Rights Before Payment In Full
The client understands and agrees that until the Client pays Developer in full(all milestone payments), the Developer or company owns full rights to everything Developer creates for Client under this Agreement. If Client does not pay Developer in full, Client agrees that Developer can complete, exhibit, use and sell the project at company’s sole and absolute discretion (except that company will not be able to use Client Content in such work).
13. Rights To The Client Content
Client promises that: (a) Company owns the right to use anything that Client gives Developer (“Client Content”); and (b) using such Client Content does not violate the patent, copyright, trade secret, or another property right of any person, firm or entity.
Client grants Company a nonexclusive, non-transferable license to use, reproduce, modify, display and publish the Client Content solely in connection with company’s work for Client under this Agreement and the limited promotional uses as allowed by this Agreement. The client also affirms and represents that this Agreement does not conflict with any other contract, agreement or understanding to which Client is a party.
Client agrees that the Developer may use its logo, company name and web address to disclose the relationship herein. The Developer may place the Client’s logo and name in its listing of clients on its website, online communications and print communications.
14. Rights To Know-How
Company may incorporate into the business solutions being developed for Client to various pre-existing development tools, routines, subroutines, programs, data, or materials (Know-How). The client agrees that the company retains all rights, title, and interest, including all copyright, patent, and trade secret rights to that Know-How.
15. Limitations of Remedies
The company shall not, under any circumstances, be liable to Client for consequential, indirect, incidental, special, punitive, or exemplary damages or losses arising out of or related to this agreement, even if the company is advised of the likelihood of such damages occurring.
Company’s liability for any damages arising out of or in any manner related to this agreement (including, but not limited to, claims for breach of contract, breach of warranty, negligence, strict liability, or tort) shall be limited to the amount of the fee paid by Client to the company under this agreement.
16. Force Majeure
Neither party shall be liable for any loss or delay resulting from any force majeure event, including acts of God, fire, natural disaster, labour stoppage, war or military hostilities, or inability of carriers to make scheduled deliveries, and any payment or delivery date shall be extended to the extent of any delay resulting from any force majeure event.
The Client agrees to indemnify and hold the Company harmless against any and all claims of loss or damage without limitation except in cases of wilful misconduct or gross negligence.
Final product designs are submitted to the Client “as-is”, without any granted or implied warranty.
The Company will provide the 3 months of free support after the deployment of source code to the client’s server or terms mentioned in the proposal from the signoff. This includes fixing bugs, an imperfection that is part of the scope.
19. Governing law
The clients understand the legal compliances of nations where the Developer is located and the client and accept to adhere to all taxation, legal framework of India.
The Company and the Client agree to enter into this product development agreement with one another, to execute their respective roles in good faith, and to uphold the entire terms of this agreement.