Terms and Conditions
The use of TDI Online Services "www.thedigitalindia.in"
website is subject to the following Terms and Conditions. TDI Online Services
holds the right to modify the Terms and Conditions without any prior notice.
Any violation to the Terms and Conditions mentioned here may result in
immediate termination and/or suspension of the services being provided
currently.
Acceptance of Deliverable's:
Client shall execute a written approval (including email)
upon completion of each of the deliverable identified in the system
specifications. TDI Online Services shall rely on such written approval as
client's acceptance of such deliverable, including, but not limited to,
acceptance of its design, content, layout, color, format, navigation, and
functionality. Any modifications in the deliverable(s) after execution of the
written approval by client shall be subject to additional billing based on the
rates offered by TDI Online Services.
Client Responsibilities:
Client recognizes that the any project under consideration
is an iterative process and based on client's approval, hence the timelines of
delivery are not solely in the hands of TDI Online Services. Client shall agree
to perform each and every task assigned to him/her as set forth in this
agreement and the related System Specifications, and to provide all assistance
and cooperation to TDI Online Services in order to complete the website/SEO/web
application/mobile application Project timely and efficiently. The client
undertakes to provide approvals and feedback within 3 working days of receiving
project modules, pages, designs, content, key-phrases list for SEO,
applications' access and other related information from the TDI Online Services
in written email form. TDI Online Services shall not be deemed in breach of
this Agreement, the System Specifications or any milestone. In the event TDI
Online Services fails to meet its time schedules, this delay is caused by
client's failure to meet (or delay in) their responsibilities and time
schedules set forth in the System Specifications or this Agreement. Client
shall bear the expenses for making any changes or additions to client's current
systems, software and hardware that may be required to support operation of the
Website. Unless otherwise agreed with TDI Online Services or reflected in a
Change Order, client shall be responsible for initially populating and then
maintaining any databases on the Website as well as providing all content for
the Website.
Marketing:
Client hereby grants TDI Online Services the right to use
the name and service marks of client in its marketing materials, which shall
include naming client as a client of TDI Online Services and a brief scope of
services provided. In addition, Client hereby grants TDI Online Services the
right to display its logo (or other identifying information) and hyperlinks to TDI
Online Services Website (currently "www.thedigitalindia.in") on the
home page/sub-pages of the Website. TDI Online Services would however restrict
the size (font and logo) of such hyperlinks to the bare minimum to only
facilitate basic visibility. Either party may elect to issue a press release
related to this Agreement.
Website Development Investment:
Client agrees to pay the total amount of money as per the
latest proposal sent by TDI Online Services to the client for development of
the Website Development/SEO/web application development/mobile application
development/ Web Hosting /Domain Registration. Applicable taxes would be levied
additionally unless specified in the latest proposal to the client. The advance
or any milestone payment paid to TDI Online Services by the client shall not be
refundable even if the client refuses to continue with this agreement at any
stage.
Payment of Invoices:
The advances paid and milestone/stage completion based
payments are non-refundable in any circumstances. All invoices shall be paid by
client within seven (7) days of receipt of the invoice. Payments not made
within such time period shall be subject to late charges equal to the lesser of
(i) one and a half percent (1.5%) per month of the overdue amount or (ii) the
maximum amount permitted under applicable law. The client agrees that even in
case the client has made timely payments for domain, email and web hosting
services but has defaulted in making payments for "any other development
work', TDI Online Services would be entitled to suspend all services including
domain, email and web hosting services after seven (7) days written notice
until the amounts outstanding are paid in full.
Website:
Except as otherwise set forth in this section, client and TDI
Online Services agree that upon full payment of the fees associated with the
development of the Website/SEO service completion/Project Delivery, client shall
be assigned all worldwide rights, titles and interests in and to the Website
(including, its source code, custom programming and documentation). Client and TDI
Online Services agree that TDI Online Services shall retain a world-wide,
royalty-free, non-exclusive, transferable, and perpetual copyright and license
to the Custom Programming. Client shall be responsible for researching,
obtaining, and filing all trademark, copyright, patent, or other intellectual
property protections for the Website/Project, its look and feel, any logos, any
"tag lines" or any other Website/Project content or documentation.
Client and TDI Online Services also agree that the design and development of
client's website may include source code, documentation, and/or application
programs that were previously written or developed by TDI Online Services and
modified to meet client's specific requirements. Rights to photos, graphics,
source code, work-up files and computer programs are specifically not
transferred to the client and remain the property of their respective owners. TDI
Online Services will not be responsible for any action taken by the users of
the client's website based on the information provided on the website. All the
content, text, images, graphics, data (the "material") provided by
the client for use in the website shall be the sole responsibility of the
client and the client will ensure all legal sanctions, intellectual property
permissions and other safeguards for the use of such material. TDI Online
Services will not be held responsible for the use of such material or any related
copyright violation and the client shall keep TDI Online Services indemnified
at all times.
Terms:
This Agreement shall be effective from the date of accepting
of this Agreement and shall continue in effect until complete payment of the
Development Price or until earlier terminated as provided in this Agreement or
until the contracted services have been completed.
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 fails to cure such breach
within thirty (30) days of receipt of the notice. Client shall pay TDI Online
Services for all services rendered and work performed upto the effective date
of termination for any reason.
Limited Warranties Website:
TDI Online Services shall not be liable for failures caused
by third party hardware or software (including client's own systems), misuse of
the Website, malicious hacking, or the negligence or willful misconduct of
client.
Disclaimer of Warranties:
Except as set forth in this Agreement, the Website/Project
is provided on an "as is" and "as available" basis, and TDI
Online Services expressly disclaims all other warranties, express and implied,
including, but not limited to, the implied warranties of merchantability and
fitness for a particular purpose.
Limitation of Liability:
In no event shall either party be liable to the other or any
third party, for any incidental consequential damages arising out of or
connected in any way with this Agreement or the Website/project or domain
registration or web hosting, for any claim by any third party. The total
liability for all damages, losses and causes of action (whether in contract,
tort, including negligence, or otherwise) to the other shall not exceed the
development price (total fees being charged by TDI Online Services as per the
latest proposal submitted by TDI Online Services) of the Website/SEO/Project or
Web Hosting or Domain Registration. This limitation of liability shall apply
even if the express warranties set forth above fail in their essential purpose.
Third Party Disclaimer:
TDI Online Services commits no warranty of any kind, whether
express or implied, with regard to any third party products, third party
content or any software, equipment, or hardware obtained from third parties.
Indemnification Obligations Client Indemnity:
Client shall indemnify and hold TDI Online Services (and its
subsidiaries, affiliates, officers, agents, co-branders or other partners, and
employees) harmless from any and all claims, damages, liabilities, costs, and
expenses (including, but not limited to, reasonable attorneys' fees and all
related costs and expenses) incurred by TDI Online Services under all
circumstances as a result of any claim, judgment, or adjudication against TDI
Online Services related to or arising from (a) any photographs, illustrations,
graphics, audio clips, video clips/files, text, data, pictures, images, logos,
signs, trademarks, figures, opinions, messages or any other information,
content, display, or material (whether written, graphic, sound, or otherwise)
provided by client to TDI Online Services (the "Client Content"), or
(b) a claim that TDI Online Services' use of the client content infringes the
Intellectual Property rights of a third party.
Confidentiality:
Both parties agree to hold each other's Proprietary or
Confidential Information in strict confidence. The parties agree not to make
each other's Proprietary or Confidential Information available in any form to
any third party or to use each other's Proprietary or Confidential Information
for any purpose other than as specified in this Agreement. Each party's
Proprietary or Confidential Information shall remain the sole and exclusive
property of that party. The parties agree that in the event of use or disclosure
by the other party other than as specifically provided for in this Agreement.
The parties agree that neither party will offer any form of full-time or
part-time non consultancy based employment to the other party's employees and
officers for a period of 1 year after the execution of this Agreement.
Choice of Law and Forum:
This Agreement and any dispute or claim arising out of or in
connection with it or its subject matter or formation (including
non-contractual disputes or claims) shall be governed by and construed in
accordance with the laws of Republic of India.
Independent Contractor Status:
Client and TDI Online Services agree that TDI Online
Services shall perform its duties under this Agreement as an independent
contractor.
Entire Agreement:
This Agreement and all exhibits and schedules set forth the
entire agreement between the parties with regard to the subject matter hereof.
No other agreements (Other than Non-Disclosure Agreements signed directly with
the client), representations, or warranties have been made by either party to
the other with respect to the subject matter of this Agreement, except as
referenced herein. In case of Client seeking additional services from TDI
Online Services, this Agreement would stand valid unless a new agreement is signed
on.
If you need any support please contact with us on
info@thedigitalindia.in