1. PURPOSE AND SCOPE OF AGREEMENT
The purpose of this agreement is to set forth the terms and conditions on which Nextsoft Infotech will provide License of software products, Development of Applications & Websites, WebApps, Any kind of IT Services, maintenance and assistance of The Software/Applications/Websites/WebApps and other services. The maintenance services provided by Nextsoft Infotech shall apply to the all Softwares/ Applications/Websites/WebApps/IT Service, provided by Nextsoft, whose use it has granted to the CUSTOMER under a utilization license agreement for its utilization site. Additional software, documentation and services are available on internet for CUSTOMERS subscribing this contract.
2. SCOPE OF THE SOFTWRE LICENSE
License of the Softwares provided by the Nextsoft Infotech at the time of purchase of the software is valid only for one year. After which the customer have to renew his license every year. The Licensing fee is covered in Appendix A. If the customer wants to purchase more modules other than specified in the Appendix A, then He have to pay the charges which is applicable at that time.
3. QUOTATIONS AND ESTIMATES
- All quotations and estimates provided by Nextsoft Infotech are valid for a period of 30 days from date of issue. Quotations not accepted within this timeframe must be re-issued.
- All quotations are required to be accepted using the supplied Quotation Acceptance Form and returned to Nextsoft Infotech within the 30 day period from date of issuance.
- All quoted prices, excluding where indicated, do not include Goods and Services Tax.
- Estimates may be provided by Nextsoft Infotech to offer the client a guide on the projected costing of a project prior to any discovery or research for said project. All estimates will be clearly marked as such and are not an indication of the exact final cost to develop the application.
- All estimates will need to be formalized to a quotation or invoice before acceptance by either party as the final cost of the application.
- Nextsoft Infotech will not provide any kind of graphic designing, content writing, image editing, video editing, presentation designing or any other kind of content provision required for website or webapps unless specified in the quotation. All these contents must be provided by the customer.
- Nextsoft Infotech reserves the right to suspend the services/quotation at any time, without any prior information.
4. PAYMENT TERMS
- All quotations provided by Nextsoft Infotech, require a 50% deposit upon acceptance.
- Unless prior arrangement has been made, final payment is strictly net 10 days from the date of completion.
- Any cost arising from payment clearings or transaction charges are solely the responsibility of the client and will be charged as such.
- Nextsoft Infotech will only commence work on the quoted application once any deposited funds have cleared.
- The customer will not be entitled for any service in case of delay in payment for more than 10 days from the final date of installation / date of project / module completion.
- After the free support period as specified in the quotation, The Annual Maintenance Charges (AMC) will be normally applicable as per the Appendix A.
- The AMC percentage shall be decided by the Nextsoft Infotech which depends upon the amount of efforts and work required. This % may vary each year.
- The recurring / renewal amount of the domain and hosting are subjected to change as per the market rates.
5. SOFTWARE MAINTENANCE & SUPPORT
Nextsoft Infotech will provide the software maintenance & support for the modules specified in Appendix A, in following ways-
- Nextsoft will provide telephonic help to customer regarding the issues raised for the software implementation.
- Nextsoft may perform remote diagnostics to determine the existence and nature of an Error. And resolve the problem remotely if possible.
- Nextsoft will provide any minor updates which have been implemented in the existing software without any additional fee.
- If the customer wants to do any major upgrade to the existing software then Nextsoft will charge additional fee which will depends upon the type of updation.
6. RESPONSE TIME
Nextsoft will use reasonable commercial efforts to communicate with Customer, by telephone, e-mail, fax, or any online means within the targeted response times, regarding Errors that Customer reports to Nextsoft during the Support Times. For purposes of this Agreement, a "response" means Nextsoft’s acknowledgment of a reported Error, and does not necessarily mean that a resolution will be achieved.
7. HOSTING OF WEBSITE AND APPLICATIONS
Any website or application developed by the Nextsoft Infotech or any kind of Branded white label solution (i.e. Branded By Nextsoft Infotech) or Non-Branded white Label Solution, will be hosted by Nextsoft Infotech in Its own server. No source code will be provided to the customer unless specified in the quotation.
8. CUSTOMER OBLIGATIONS
- The CUSTOMER must provide the Nextsoft employee in charge of the maintenance with all existing documents, information and other elements necessary for the right understanding in the involved problem.
- The CUSTOMER shall appoint a competent contact to represent it vis-à-vis Nextsoft.
- Should a difficulty occurs during the maintenance services, the need for collaboration between the parties shall oblige them to notify the other party promptly and to consult each other in order to implement the most appropriate solution as soon as possible. The CUSTOMER shall make sure that those of its employees who use the software have the knowledge and expertise necessary to use said software in accordance with its documentation, notably by ensuring that they are duly trained in the software installed at its utilization site. The CUSTOMER undertakes to maintain the number of licenses corresponding to the number of software program(s) installed and used at the utilization site.
- The CUSTOMER undertakes to use the operating procedures described in the utilization manuals delivered to the CUSTOMER on acquisition of the software. In any event, Nextsoft does not undertake to answer questions exceeding this framework. The CUSTOMER undertakes to provide its name and contract number whenever it contacts Nextsoft with a question. A question cannot be processed if the CUSTOMER cannot give this information. The CUSTOMER shall integrate all corrections sent by Nextsoft in the software in the sequence in which they are received.
- The CUSTOMER shall not permit other employee than Nextsoft’s employee to maintain the software.
- Customer will provide all kind of contents including images, videos, presentation or any other kind of content provision required for website or webapps.
9. SERVICE TERMINATION
- After Expiry of Contract/Subscription/Validity of Service/Product, the agreement will be automatically terminated, without any pre-intimation/notification by either party
- When payment not made on-time against invoice cause Service Termination/Block/Interruption/Delay.
- Nextsoft Infotech can terminate/block the Service/Product anytime without notification when user misuse (like Email spamming, bulk emailing, email marketing, Virus Spreading, Any software attack experiments, adult/sexual media/content use/publish in application/server etc) our services/products.
- Service can be terminated by either party and these rules are products-services specific.
10. REFUND POLICY
If the project is cancelled by the customer:
- Customer will be liable to pay the payment against the project completed till the date of cancellation and any advance will not be refundable.
If the project is cancelled by the Nextsoft Infotech:
- Nextsoft Infotech will refund complete amount paid by the customer against the project.
- The refund will be processed after 30 days of settlement.
- Any alterations requested by the client after development has begun will incur extra development and regression testing time. Dependent upon the alteration or change requested an average of 3 days extra development time per alteration should be allowed for. The 3 day average may not be indicative of the time required and can be extended commensurate of the time involved to implement said changes.
- Nextsoft Infotech will not accept responsibility for any alterations performed by the client or any third party which may cause or induce errors within the quoted application.
- If Nextsoft Infotech is required to correct said alterations or errors resulting from said alterations, induced, injected or otherwise caused by parties other than Nextsoft Infotech, the client will be charged at the hourly rate that is current for Nextsoft Infotech at the time said errors are to be fixed.
12. COMPLETION OF WORK
- All timeframes offered by Nextsoft Infotech to the client are estimates. The intrinsic nature of software development and its intricacies do not offer Nextsoft Infotech the luxury of defining definite timeframes.
- Nextsoft Infotech will endeavour to complete all work within the estimated timeframes discussed with the client in the quotation. However, Nextsoft Infotech will not be liable for any penalties, monies or hardships otherwise incurred by the client if the application cannot be delivered within the estimated timeframe.
- Nextsoft Infotech will not release the quoted application unless all payments have been met under the obligations of the quotation or work agreement.
- If Nextsoft Infotech does not have control over the hosting (see hosting Requirements) where the finished work will reside then full payment must be made prior to said work being released by Nextsoft Infotech.
- The quoted application remains the property of Nextsoft Infotech Software until all obligations have been met for release of said application to the client.
- If Nextsoft Infotech is working as a third party to another company, said company is responsible in meeting the obligations for release of the quote application to their client.
13. OTHER TERMS
- The re-installation charges are Rs.1000* for up to 1 server and 1 client for 1 company. For each additional client system a service fee of Rs.500* will be charged.
- Apart from standard training which Nextsoft provides, if the customer needs additional training the charges for the same is Rs. 3,000* (Limited to 1 person 1 day effort only).
- Third Party products such as IBM DB2, Oracle, MySQL, MSSQL if required by customer for the SQL version of the Nextsoft products, have to be licensed separately from the respective vendor. Nextsoft will not take responsibility of installing/supporting any third party software other than Nextsoft software.
- If Customer needs onsite visit by Nextsoft Engineer then it will be charged. And will depend upon the distance from the Nextsoft office.
- The minimum service billing period for support and training services is for one day.
- Nextsoft will not be liable to the Customer for any loss of data, interest, revenues, profits, contracts, loss or damage caused by the use of this service or any other indirect or consequential loss.
- We shall not be liable for any break or non performance or delay in carrying out any of the obligations contained in this maintenance service contract servicing the software as a result of strike, lockout, industrial / labour disturbance, fire accidental damage, restriction imposed by the Government circumstances beyond our control, act of God, riot, any war or way or any condition arising from similar causes beyond our control.
- We have option to terminate the contract, if the software is served / repaired / in any manner by any other party without prior information to us.
- This contract will not cover service charges due to willful misuse or negligent use or abuse of the software by you.
- Anything not explicitly mentioned as scope of service is not part of the standard service delivered by Nextsoft.
- All payments must be in favor of “Nextsoft Infotech Pvt. Ltd.”
14. INTELLECTUAL PROPERTY
Unless specified all quotations provided by Nextsoft Infotech, do not include any source code license.
All source code and associated intellectual property relating to said source code, developed by Nextsoft Infotech, solely remains the property of Nextsoft Infotech, except where specific code license has been issued to the client and said issuance has been indicated in writing from Nextsoft Infotech.
Nextsoft Infotech reserve the right to implement licensing features within the quoted application, except where code license has been issued by Nextsoft Infotech.
Any alteration, reverse engineering, or manipulation of any kind on the code, compiled or otherwise, created by Nextsoft Infotech for the quoted application may be a breach of trademark and copyright laws. If said breach is confirmed, penalties will apply under the relevant acts.
Any costs incurred by Nextsoft Infotech for third party code license required to complete the quoted application are the responsibility of the client and will be solely borne by the client. Any such third party code license will be attached to the existing Nextsoft Infotech code license for the quoted application.
This agreement shall be governed and construed in accordance with the Indian law. In case of a dispute ensuing from the interpretation or performance of this agreement, the parties undertake first to seek an amicable settlement. If such a settlement cannot be reached then all subjects are restricted to Durg jurisdiction.