ZSignsandGraphics.com - Terms and Conditions

THIS AGREEMT betwe ZSignsandGraphics.com, (hereinafter referred to as the Company which expression shall unless repugnant to the context or meaning thereof be deemed to include its assignors and successors etc) of the First Part.
and
THE CLIT: The Individual or Company Accepting these Terms and Conditions and Signing or Submitting this Orderform Online (hereinafter referred to as the Clit which expression shall unless repugnant to the context or meaning thereof be deemed to include its assignors, successors etc in case of partnership firm partners) HEREINAFTER REFERRED TO AS THE CLIT

1.1 In consideration of the paymt of the Charges, the Company shall develop the Website and/or CD-Rom and/or provide the Services in accordance with the specifications and/or requiremts and/or functionality set out in the Project Schedule subject to these conditions which shall govern the contract to the exclusion of any other terms and conditions. No variation of these conditions will be binding unless made in writing and signed by a director of the Company.

2.1 The Project Schedule shall constitute the Clits order for the Website and/or CD-Rom and/or the Services, which shall only be deemed to be accepted by the Company upon signature by the Company of the Project Schedule. All quotations are made without gagemt and are subject to confirmation in writing by the Company.

3.1 The Clit shall be responsible to the Company for suring the accuracy of the terms of the Project Schedule and providing the Company with all information and specifications it requires in order to perform its obligations in sufficit time. In particular the Clit shall sure that all the information necessary for the Company to perform the Services are provided to the Company in such format and in such medium as the Company shall reasonably require at the clit expse.

3.2 The Clit acknowledges that the provision of the Website and/or CD-Rom and/or the Services may in certain circumstances involve a period of developmt, where the Company will need to obtain the Clit's instructions. The Clit will sure that during the course of the developmt that is made available to the Company represtative(s) of the Clit of sufficit siority who is or are able to make decisions and give instructions on behalf of the Clit to the Company. Any instructions giv by such represtative(s) may be relied upon fully by the Company.

3.3 In the evt that the Clit fails to supply such information or instructions and the Company is thereby unable to perform its obligations under the contract, the Company may give the Clit notice of this fact. If the clit does not supply any necessary information or instructions within 3 days of such notice, the Company shall be titled forthwith to give the Clit notice of termination of the Contract,
In which evt the clit shall be liable to pay for the work undertak by the Company on behalf of the Clit prior to such termination, at the Company's hourly rates as set out from time to time or mtioned in the Project Schedule, together with all costs and expse reasonably incurred by the Company as a result of such early termination.

3.4 Any variation of the Project Schedule made whether or not during or as a result of any developmt process shall only be made with the prior writt const of the Company and may result (at the Company's standard hourly rates from time to time) and (in addition to the contract price) to reflect the cost and expses of additional work incurred by the Company.

3.5 Any order which has be accepted by the Company may not be cancelled by the Clit except with the writt const of the Company and on terms that the Clit shall indemnify the Company in full against all loss (including loss of profit), costs (including the cost of all labor and materials used), damages, charges and expses incurred by the Company as a result of cancellation.

3.6 If the Clit requires the Company to provide graphic design service as part of the Website and/or CD-Rom developmt and provision of the Services, and such graphic design is left partly or wholly to the discretion of the Company, the Company cannot be liable to the Clit if such graphic design or other aspect does not meet with the Clit's approval. If the Clit wishes to avoid disappointmt, it should provide specific writt instructions in respect of all elemts of graphic design, and/or the Services.

3.7 The Company reserves the right without notice to the Clit to make any changes in the specifications of the Website and/or CD-Rom, and/or Services which are required to conform with any applicable statutory or EC requiremt or which do not materially affect their quality or performance.

4.1 The Clit shall pay to the Company the Charges referred to in the Project Schedule together with extra charges incurred pursuant as mtioned hereinabove

4.2 The charges are calculated by the Company on an ex works basis, and where the Company agrees to deliver any items otherwise than at the Company's premises, they shall be transported at the Clit's risk and the Clit shall additionally be liable to pay the Company's charges for transport, packaging and insurance.

4.3 The Charges and any additional charges are exclusive of any applicable value added tax or any other tax for the time being in force, which the Clit shall be additionally liable to pay to the Company.

4.4 The Company shall invoice the clit at the times set out in the Project Schedule. All extra charges shall be invoiced at the Company's discretion prior to or after incurring such costs.

4.5 All invoices are payable immediately on issue and the Company shall be titled to issue invoices notwithstanding that delivery may not have tak place. The Company shall be titled to charge interest to the Clit on all overdue invoices at the rate of 21 perct per annum rate together with all costs and expses incurred by the Company in the collection of overdue monies.

4.6 The time for paymt of all sums due to the Company shall be of the essce of the contact.

4.7 Any follow up services in respect of the Website and/or CD-Rom agreed to be provided by the Company shall be made at prices to be agreed by the Company and the Clit and/or in the absce of agreemt at the Company's prevailing hourly rate.

4.8 The charges do not include any fees for marketing. Above charges do not include any fees for photography of clits products and/or contt developmt.

4.9 Clit will have to procure all necessary software and Server/Hosting rights required for the developmt of the Project and will have to provide the same to the Company to carry out the developmt.

4.10 If software developmt/test data run/installation/implemtation/ training is undertak in a site outside Mumbai, India, the clit will have to bear the traveling, boarding and lodging charges as per The Company's TA/DA policy.

5.1 The dates referred to in the Timetable or Project Schedule are approximate only. Time for delivery or performance shall not be the essce. In Dedicated Staff contracts, the contracts will be fixed for the specific period as discussed and decided betwe the company and the clit.

5.2 Upon completion of the Services, and the Website and/or CD-Rom (as the case may be), the Company shall test the Website and/or CD-Rom to sure it complies with the Project Schedule and any other test specifications agreed in writing betwe the Company and the Clit.

5.3 The Website and /or CD-Rom will be deemed to be delivered wh in the reasonable opinion of the Company the tests referred to in clause 5.2 have be successfully completed. In Dedicated Staff contracts, the Company is not responsible for delayed Deliveries as the work is done on a daily basis as per the instructions of the clit directly to the assigned Programmer/Designer.

5.4 It is estimated that the acceptance testing would take 15 days from the date of delivery as notified by the Company in writing, but if it exceeds more than that due to delay from the clits side th the same shall be charged @ 25 US Dollars per day for extra days.

6.1 Subject to the Clit paying the Charges to the Company, and if shown on the project Schedule, the Company shall arrange for the installation of the Website on a Server and make the Website available to the public via a connection to the Internet.

6.2 The Company gives no warranty that access to the server and the Website shall be uninterrupted or error-free.

6.3 In the evt that the website is hosted on a server belonging to the Company and if access to the Website exceeds the permitted bandwidth and/or the storage allocation (as set out in the Project Schedule) the Company shall be titled, in its absolute discretion, to suspd access to the Website, move the Website to a differt server and/or increase the Charges.

6.4 Notwithstanding any other provision of the contract the Company shall be titled without prior notice and at any time to charge the bandwidth or storage allocation, or make any other change to the website and/or the Services required to comply with any safety, security or other applicable legal requiremts, or which do not materially affect the quality or nature of the Website and/or the Services.

6.5 In the evt of breach of the terms of this contract by the Clit, or if the Website is found to be in breach of any of the terms and conditions applicable to it, the Company reserves the right to cancel, suspd or restrict access to it via the Server.

7.1 The Company cannot Guarantee that the domain name applied for will be registered or is capable of being registered by the Clit. Accordingly, the Clit is advised to take no action and incur no costs until the Clit is notified that the requested domain name has be registered. The Company accepts no responsibility in respect of the domain name required and/or used by the Clit and any dispute with a third party in respect of such domain name. Nor shall the company take part in any such dispute. The Company reserves the right without giving any reason (or any liability whatsoever vis-à-vis the Clit) to either suspd or cancel the domain name and/or make appropriate represtations to the relevant naming authority on the happing of the following:
7.1.1 Upon becoming aware of the dispute in respect of the domain names; and/or

7.1.2 Termination of the services of the Server by the server provider.

7.2 The registration of the domain name and its ongoing uses is subject to the relevant naming authority's terms and conditions of use, which the Clit should obtain and consider (a copy is available on request to the Company). The Clit is responsible for suring that it makes itself aware of these terms so that it can comply with them. The Company cannot be responsible for a refusal by a naming authority to register a domain name and the Clit will not be titled to a refund of any administrative charge paid to the Company in respect of this.

8.1 This Contract shall commce on the date of signing and/or Online submission and shall as mtioned hereinabove subject to early termination under clauses 8.2,8.3 or 8.4 continue for an initial period of 12 months and thereafter until terminated by either party on giving not less than 1 months notice in writing to the other.

8.2 If the Clit shall make default in or commit any breach of its obligations or if the Clit shall commit any act of bankruptcy or shall have any execution or distress levied upon any of its goods or property or, being a Limited Company, if any resolution or petition to wind up its business shall be passed or prested or if a receiver of the whole or any part of its undertaking, property or assets or any part thereof shall be appointed, the Company shall have the right forthwith to terminate any contract th subsisting without prejudice to any claim or right the Company might otherwise make or exercise.

8.3 If the Clit defaults in paymt of any sum due hereunder or is overdue with any paymt, the Company shall have the right forthwith to terminate any contract th subsisting or suspd provision of Services or access to the Website without prejudice to any claim or right the Company might otherwise exercise.

8.4 The Contract may only be terminated by the Clit prior to the expiry of the initial period set out in clause 8.1 with the prior writt agreemt of the Company and on terms that the Clit shall indemnify the Company in full against all loss (including loss of profits) costs (including the costs of any labor and/or materials used) damages, charges and expses incurred by the Company as a result of the termination.

8.5 All obligations contained in this Contract, which are expressed or may be implied to continue beyond the expiry of this Contract shall continue to bind the parties notwithstanding the termination of this Contract.

8.6 Orders once placed cannot be cancelled.

8.7 That the delivered software is warranted for a period of 365 days from the date of acceptance unless specified otherwise. During the warranty period, only bug fixes will be executed. Bugs will be solved at the Company's site and a solution will be st to the clit. Software/Websites designed or developed under Dedicated Staff contracts do not carry any warranty or Guarantees.

9.1 The Company warrants that:

9.1.1 The Website and/or CD-Rom will comply with the specifications set out in the Project Schedule; and

9.1.2 The Services will be provided with reasonable skill and care in accordance with usual industry practice and in a timely, workmanlike and effective manner.

9.2 The Company's sole obligation in respect of a claim by the Clit of a breach of the warranty set out in clause 9.1 shall be to investigate and if appropriate remedy the defect or refund an appropriate part of the Charge. This condition on the Clit having paid the Charges and notifying the Company in writing of any alleged defect within 7 days of the date wh the Clit discovers or ought to have discovered it.

9.4 The Company shall not be liable to the Clit by reason of any represtations (but excluding fraudult represtations), or any implied warranty, condition or other term, or any duty at common law, or under the express terms of the Contract, for any consequtial loss or damage (whether for loss of profit or otherwise), costs, expses or other claims for consequtial compsations whatsoever (and whether caused by the negligce of the Company, its employees or agts or otherwise) which arise (directly or indirectly) out of or in connection with the supply of the Services, and/or the Website and/or CD-Rom or their use by the Clit.

9.5 The Company shall not be liable to the Clit or be deemed to be in breach of the contract by reason of any delay in performing, or any failure to perform, any of the Company's obligations in relation to the Services, and/or the Website and/or CD-Rom, if the delay or failure was due to any cause beyond the Company's reasonable control and/or due to any act or default of the Clit (including without limitation, failure by the Clit to provide the Company on the time with information or instruction) and/or due to any act by the server provider of the Server including without limitation downtime of the Server or disconnection of the Server.

9.6 The Company shall not be liable for any defects in the website and/or CD-Rom or any compont parts which arise as a result of:

9.6.1 Use of the Website and/or CD-Rom in conjunction with the software or systems not expressly specified in the Project Schedule;

9.6.2 Defect, fault or individual workings of the Clit's systems, in conjunction with which the Website and/or CD-Rom is used;

9.6.3 Misuse, alteration maintance or interferce by the Clit or any third party of the Website and/or CD-Rom;

9.6.4 vironmtal conditions;

9.6.5 Power failure, power fault or electrical interferce

9.7 The Company shall undertake standard virus checks of the Website and/or CD-Rom but the Clit recognizes that ev with such checks the Company cannot guarantee that viruses will not occur. Accordingly, the Company shall not be liable for any costs, claims, damages, expses, or liability (including without limitation consequtial loss or damage) arising whether direct or indirect as a result of any viruses occurring for reasons other than the Company's negligce.

9.8 If the Clit uses the Website and/or CD-Rom on its equipmt it does so at its own risk. The Company accepts no liability for any loss or damage of any kind whatsoever direct, indirect and/or consequtial caused by the use of the Website and/or CD-Rom on the Clit's equipmt.

9.9 The Company does not have control of the Server and accordingly shall not be liable for any costs, expses or damages (including consequtial loss or damages) or other liability incurred as a result (directly or indirectly) of:

9.9.1 Server downtime

9.9.2 Inability to access the Website

9.9.3 Loss of or damage to any files, data or the Website

9.9.4 any non-receipt, misrouting or failure of e-mail or other message transfers.
9.10 Due to the public nature of the Internet, the Company cannot be liable for the protection of privacy of electronic mail or other information transferred through the Internet or any other network provider and no guarantee or represtation is giv that it will be free from hackers or unauthorized users. The Clit is responsible for the contt of its e-mail and for suring that it complies with any relevant legislation (including but not limited to Data Protection Legislation).

9.11 Due to the public nature of the Internet, all materials submitted for publication will be considered publicly accessible. The use or publication of materials submitted by the Clit does not create any express or implied approval by the Company.

9.12 In any evt and without prejudice to the above, the tire liability of the Company to the Clit shall be limited to the value of the charges or the proceeds of any insurance policy received by the Company in respect of such liability (which ever is the greater).

9.13 Nothing herein shall limit the Company's liability for death or personal injury caused by the Company's negligce
10.1 The Clit agrees to fully indemnify and keep indemnified the Company from and against any and all claims, costs, damages or expses or liability (whatsoever and whether arising in contract or tort or otherwise):

10.2 in respect of infringemt of third party intellectual property rights affecting the Website and/or CD-Rom and/or the Design and Materials based upon the Clit's contribution to the specification; and/or

10.3 arising as a result of breach by the Clit of its obligations under the terms of this contract; and/or

10.4 in respect of use by the Clit of the Server

10.5 Clit agrees to provide all contt (Including but not limited to images and text) and specifications. The Company is not liable or responsible for any contt, site activities or Businesses conducted on the Clit website or CD-Rom and the Clit agrees to bear full responsibility for the same in the evt of any action from a third party and indemnify The Company on the same.

11.1 The Clit acknowledges that any and all Intellectual Property Rights in respect of the Website and/or CD-Rom and the Design & Materials are and shall remain the sole property of the Company.

11.2 The Clit undertakes that it shall not during or at any time after the completion, expiry or termination of this contract in any way question or dispute the ownership by the Company of the Intellectual Property Rights in the Website and/or CD-Rom and/or the Design & Materials.

11.3 Upon delivery of the Website and/or CD-Rom the Company grants to the Clit a non-exclusive, non-transferable, non-assignable licse to use the Website and/or CD-Rom and/or the Designs & Materials for business purpose only.

11.4 The clit may not grant a sub-licse of the Website and/or CD-Rom and/or the Design & Materials, without the prior writt const of the Company.

11.5 The Clit undertakes represts and warrants to the Company that in the evt that any third party Intellectual Property Rights or licses or consts are required to be used in connection with the Website and/or CD-Rom that it has obtained for itself and for the Company all necessary consts, approvals and licses for use of the same;

11.6 In the evt that the Website and/or CD-Rom and/or the Design & Materials, breaches or are alleged to breach the Intellectual Property Rights of a third party, the Clit may instruct the Company at the Clit's expse to:-

11.6.1 procure for the Clit the right to continue using the Website and/or CD-Rom or infringing part of it; or

11.6.2 modify or amd the Website and/or CD-Rom or infringing part of it so that the same becomes non-infringing: or

11.6.3 replace the Website and/or CD-Rom or infringing part of it by another Website and/or CD-Rom of similar capability

11.7 Risk of loss or damage to the Design & Materials shall pass to the Clit upon delivery of them to the Clit. Notwithstanding the passing of risk, title to the Design & Materials shall remain in the Company and shall be used only for the purpose of the use by the Clit of the Website and/or CD-Rom in accordance with these conditions. If the Clit breaches any of the terms of the contract, the Design & Materials shall be returned to the Company upon request and if the Clit fails to deliver them up, the Clit grants to the Company an irrevocable licse to ter on to the Clit's premises to repossess them.

Each party shall treat as confidtial all information obtained from the other pursuant to this Contract and shall not divulge such information to any person (except to such party's own employees and th only to those employees who need to know the same) without the other party's prior writt const provided that this clause shall not extd to information which was rightfully in the possession of such party prior to the commcemt of the negotiations leading to this Contract, Which is already public knowledge or becomes so at a future date (otherwise than as a result of a breach of this clause) or which is trivial or obvious. Each party shall sure that its employees are aware of and comply with the provisions of this clause.

13. ACCESS/SAFETY

13.1 The Clit shall provide the Company its employees, agts and servants access to its premises any of its equipmt and such of its staff as are necessary for the Company to fulfill its obligations in accordance with the Timetable.

13.2 The Clit shall be responsible for the safety of all of the Company's employees, agts or servants whilst on such premises for the purpose of performing the Services.

13.3 Work by the Hour/Day Contracts or Dedicated Staff or Hire Staff Contract – The Company will assign Designers/Developers for tasks from the clit for the contract period. The assigned personnel will do all tasks as physically possible during the working hours in the monthly contract period. The assigned Personnel will work dedicatedly and diligtly under the Company's supervision. The works delivered do not carry any warranty or guarantee and will be done to the Company's best efforts. If the clit requests for working files/source files, th all completed works including source files will be handed over to the clit on completion of the contract period and on receipt of full paymt as per invoices raised. The Company's responsibility on the deliverables will be till the d of the contract period only and no tasks will be tak up on expiration of the contract period. Once the contract expires, the Company's will handover all work files to the clit if requested and th on the Company will not be responsible for the performance, integrity, quality or security of the codes delivered.

The Clit undertakes that it shall not during the continuance of this contract and for a period of one year following the expiry of termination of the contract (howsoever arising) employ or contract the service of any person who is or was employed or gaged by the Company on the performance of this contract.

15.1 The Company may sub contract any or all of its obligations under the contract.

15.2 No waiver by the Company of any breach of the contract by the Clit shall be considered as a waiver unless in writing and signed by a director of the Company and shall not be considered a waiver of any subsequt breach of the same or any other provision.

15.3 The Clit will have no rights of set-off statutory or otherwise.

15.4 The Clit shall not assign, transfer or in any other manner make over to any third party the befit and/or burd of the contract or any part thereof without the Company's prior writt const.

15.5 Any notice required or permitted to be giv by either party to the other under these conditions shall be in writing addressed to that other party at its registered office or principal place of business or such other address as may at the relevant time have be notified pursuant to this provision to the party giving the notice and may be delivered personality or by facsimile transmission of first class pre-paid post. A notice shall be deemed to have be served (if personally delivered) at the time of delivery or (if st by post/email) forty-eight hours after posting or (if st by facsimile transmission) at the time of transmission. Proof that an velope containing the notice was properly addressed prepaid, posted and not returned to sder, shall be sufficit evidce of posting.

15.6 Failure or delay by any party in exercising any right or remedy of that party under these terms and conditions shall not in any circumstances operate as a waiver of it, nor shall any single or partial exercise of any right or remedy in any circumstances preclude any other or further exercise of any right or remedy in any circumstances preclude any other or further exercise of it as the exercise of any other right or remedy.

15.7. If any disputes arises betwe the parties hereto during the subsistce of this agreemt or thereafter in connection with the validity, interpretation, implemtation or breach of any provisions of this agreemt the dispute shall be referred to a sole arbitrator jointly appointed. The Place of arbitration shall be Mumbai, India. The Indian Arbitration and Conciliation Act, 1996 shall govern the Arbitration Proceedings The Arbitration proceedings shall be in glish.

15.8 Party of the first part shall not be liable for any breach of its obligations resulting from causes beyond its reasonable control.

"Project Schedule" means the Project Schedule as committed to the clit over emails/documts.

"Charges" means the Charges payable by the Clit as set out on the Project Schedule or in the agreemt concluded by email exchanges or through Instant Messger Chat Logs.

"Deliverables" means the Final Codes/Designs/HTMLS/Applications deliverable on a computer compact disk (if any) or via electronic means to be developed by the Company if shown on the Project Schedule, containing text, graphics, data, files, information, audio-visual effects and software, including the Design and Materials.

"Design & Materials" means all manuals, designs, discoveries, invtions, products, computer programs and software, procedures, improvemts, developmts, drawings, notes, documts, information and material made, conceived developed or resulting from Rights in the Design and Materials will at all times belong to the Company.

"Intellectual Property Rights" means patts, copyrights, registered and unregistered design rights, know how, industrial designs and all intellectual property rights whatsoever in the world.

"Server" means the computer specified in the Project Schedule (or such replacemt as the Company may in its absolute discretion designate from time to time) upon which the Website will reside and operate.

"Service" means the service to be provided by the Company to the Clit as set out in the project Schedule.

"Timetable" means the approximate timetable for the production of the Website and/or CD-Rom, and/or performance of the Services as set in the Project Schedule.

"Website" means the computer site at which text, graphics, data, files, information, audio-visual effects and software are stored electronically and made available to third parties via the Internet, including, the Design and Materials, to be developed by the Company.

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