Terms and Conditions
Website/App Development Terms and Conditions
Last Modified: December 1, 2021
This Agreement is a legal agreement between you and Negup Solutions (OPC) Private Limited ("Negup Solutions")
In these terms, "we", "us", "our" & "Negup Solutions" refer to Negup Solutions (OPC) Private Limited, "Client" & "Customer" refer to the company or an individual taking the service and "App Development/Web Development" refer to project. These terms and conditions are applicable to all project that are undertaken by Negup Solutions, for the Client.
Any reference in this Agreement to gender shall include all genders, and words importing the singular number only shall include the plural and vice versa.
A brief overview of these terms and conditions is submitted along with the project invoice and must be agreed prior to work commencing. Alternatively, payment of an advance fee or payment online is an acceptance of our terms and conditions. These terms and conditions are always available on our website for review.
Charges for services to be provided by Negup Solutions are defined in the project invoice that the Client receives via email/message. Project invoice is valid for a period of 30 days unless alternate time-scales have been agreed beforehand with the Client. Negup Solutions reserves the right to alter or decline to provide an invoice after expiry of the valid timescale.
All project will require an advance payment of sixty percent of the project's total value before work will commence. The remaining balance of the project quotation needs to be paid in milestones as mentioned in the invoice mailed to the client with the remaining due upon completion of the work prior to publishing or launching of project. Charges for project does cover the release of source files.
Payment for services is due by online payment or bank transfer.
Negup Solutions will provide the Client with an opportunity to review the appearance and content of the project during the design and once they are completed. At the completion of the project, such materials will be deemed to be accepted and approved unless the Client notifies Negup Solutions otherwise within fourteen days of the date the materials are made available to the Client.
In the majority of project, Negup Solutions will supply the Client's project by the date specified in the project proposal. If no such date is specified, the time-scale shall be within 8 weeks of the date initial payment is received, unless a delay is specifically requested or made due to change in the project scope by the Client and agreed by Negup Solutions. An alternate time-scale can be agreed during the initial project discussion.
In return, the Client agrees to delegate a single individual as 'first-point-of-call' to aid Negup Solutions with completing the project in a satisfactory and expedient manner.
During the project, Negup Solutions will require the Client to provide content and images. If content is not provided within ten days of an official request by email/message then Negup Solutions reserves the right to advise the Client of a revision to the final payment subject to any costs incurred in the project delay. If content is not provided within two weeks from the original email request then the Client is considered to be in default of the project, the project will be terminated and the Client sent the final invoice for immediate payment. Negup Solutions will agree, at its discretion, to recommence the project after agreement is reached on a new quotation document and once the original fees have been paid.
An invoice will be issued at the start of the project. A final invoice will be provided by Negup Solutions upon completion of the Development, Design and any associated services. Depending on the size of the project, and agreed milestones, intermediary milestone invoices may also be raised. Invoices are normally sent via email. All invoice payments are due immediately. Final invoice is due before the completed project will be submitted for launch. If the invoice has not been settled after thirty days then Negup Solutions will consider the account to be in default.
If the Client in default has any information or files on Negup Solutions host space, Negup Solutions can, at its discretion, remove all such material from its host space. Negup Solutions is not responsible for any loss of data incurred due to the removal of the service. Removal of such material does not relieve the Client of the obligation to pay any outstanding charges assessed to the Client's account.
Clients with accounts in default agree to pay Negup Solutions reasonable expenses, including legal fees and costs for collection by third-party agencies, incurred by Negup Solutions in enforcing these Terms and Conditions.
Termination of the project by the Client must be requested in writing or email and will be effective on receipt of such notice. Telephone requests for termination of services will not be honoured until and unless confirmed in writing or email.
The Client will be invoiced for design and development work completed to the date of first notice of cancellation for payment in full within fourteen days.
Any deposit paid prior to project commencement will be forfeited if the project is cancelled by the client, even if no deliverable work has been completed.
The Client retains the copyright to data, files and graphic logos provided by the Client, and grants Negup Solutions the rights to publish and use such material. The Client must obtain permission and rights to use any information or files that are copyrighted by a third party. The Client is further responsible for granting Negup Solutions permission and rights for use of the same and agrees to indemnify and hold harmless Negup Solutions from any and all claims resulting from the Client's negligence or inability to obtain proper copyright permissions. A contract for project design and/or development shall be regarded as a guarantee by the Client to Negup Solutions that all such permissions and authorities have been obtained. Evidence of permissions and authorities may be requested.
Unless otherwise specified in the project quotation, this Agreement assumes that any text will be provided by the Client in electronic format and that all photographs and other graphics will be provided physically in high quality print suitable for scanning or electronically in .gif, .jpg or .png format. The specific requirements will be discussed and agreed with the Client prior to commencement of the project. Although every reasonable attempt shall be made by Negup Solutions to return to the Client any images or printed material provided for use in creation of the Client's App, such return cannot be guaranteed.
If the Client's App is to be published on a third-party development account, Negup Solutions must be granted temporary access to the account to prepare App submission. If the Client's App is to interact with a third-party remote server the Client shall provide full access details to storage and content directories. Depending on the specific nature of the project, other resources might also need to be configured on the server.
Negup Solutions cannot accept responsibility for any alterations caused by the Client or a third party occurring to the Client's App once installed. Such alterations include, but are not limited to additions, modifications or deletions. Negup Solutions may require a one-off App Development charge before resolving any issues that may arise.
Negup Solutions may require the usage of third party services – for example, Google Maps API – to complete the Client's project requirements and will ensure these services are integrated into the project and working correctly upon completion. Negup Solutions cannot be held responsible for subsequent changes or issues with these third party services that may result in issues on the Client's App and may require a one-off App Development charge before resolving any problems that may arise.
Negup Solutions may host the project files on behalf of the Client, in which case they will then be renewed on an annual basis and the Client will be invoiced by Negup Solutions. For hosting service, reminder emails will be sent out to the client before the hosting expires at thirty and ten days before expiration. Hosting service will not be automatically renewed before expiration. In all cases, the Client must notify Negup Solutions that they do not wish to keep the hosting at least ten days before the expiration date. The loss, cancellation or otherwise of the hosting brought about by none or late payment is not the responsibility of Negup Solutions. The Client should keep a record of the due dates for payment to ensure that payment is received in good time.
These Terms and Conditions supersede all previous representations, understandings or agreements. The Client's signature below or payment of an advance fee constitutes agreement to and acceptance of these Terms and Conditions. Payment online is an acceptance of our terms and conditions.
This Agreement shall be governed by and interpreted and enforced in accordance with the laws of India, applicable therein without reference to rules governing choice of laws. Any action relating to this Agreement must be brought in a court in Chennai, India.
In no event will Negup Solutions or service providers or contractors or third party beneficiaries be liable to the Client for any loss of registration and use of domain name, or for interruptions of business, or any special, indirect, ancillary, incidental, punitive, exemplary or consequential damages, or any damages resulting from loss of profits, arising out of or in connection with this agreement, regardless of the form of action whether in contract, tort (including negligence), or otherwise, even if Negup Solutions and/or its service providers have been advised of the possibility of such damages.
Negup Solutions further disclaims any and all loss or liability resulting from, but not limited to:
- loss or liability resulting from the unauthorized use or misuse of authentication information;
- loss or liability resulting from force majeure events;
- loss or liability resulting from access delays or access interruptions;
- loss or liability resulting from non-delivery of data or data miss-delivery;
- loss or liability resulting from errors, omissions, or misstatements in any and all information or Negup Solutions product(s) provided under this agreement;
- loss or liability resulting from the interruption of service.
If any legal action or other legal proceeding (including arbitration) relating to the performance under this agreement or the enforcement of any provision of this agreement is brought against Negup Solutions by the Client, then in no event will the liability of Negup Solutions exceed actual amount paid to Negup Solutions by the Client for the order in question minus direct expenses incurred with respect to that order.
Both parties acknowledge that the consideration agreed upon by the parties is based in part upon these limitations, and that these limitations will apply notwithstanding any failure of essential purpose of any remedy. In no event will the liability of the Negup Solutions relating to this agreement exceed the total amount paid to Negup Solutions by the Client during the most recent three (3) month period preceding the events giving rise to such liability.
- The Client, at their own expense, will indemnify, defend and hold harmless, Negup Solutions, service providers, and the contactors, employees, directors, officers, representatives, agents and affiliates, of Negup Solutions, and Service Providers, against any claim, suit, action, or other proceeding brought against Negup Solutions or Service Providers based on or arising from any claim or alleged claim, of third parties relating to or arising under this Agreement, Negup Solutions Products provided hereunder or use of the Negup Solutions Products, including without limitation:-
- infringement by either the Client, or someone else using a Negup Solutions Product with the Client's computer, of any intellectual property or other proprietary right of any person or entity
- arising out of any breach by the Client of this Agreement.
- relating to or arising out of any Order or use of any Order
- relating to any action of Negup Solutions as permitted by this Agreement
- relating to any action of Negup Solutions carried out on behalf of Client as described in this Agreement
- Negup Solutions will not enter into any settlement or compromise of any such indemnifiable claim without Client's prior written consent, which shall not be unreasonably withheld.
- The Client will pay any and all costs, damages, and expenses, including, but not limited to, actual attorneys' fees and costs awarded against or otherwise incurred by Negup Solutions in connection with or arising from any such indemnifiable claim, suit, action or proceeding.
- No waiver of any of the provisions of this Agreement shall be deemed to constitute a waiver of any other provision (whether or not similar), nor shall such waiver constitute a waiver or continuing waiver unless otherwise expressly provided in writing duly executed and delivered.
This agreement is also bound by Appendix A.
Client's use and disclosure of Confidential Information is subject to the following terms and conditions:-
- With respect to the Confidential Information, the Client agree that:
- 1.1. The Client shall treat as strictly confidential, and use all reasonable efforts, including implementing reasonable physical security measures and operating procedures, to preserve the secrecy and confidentiality of all Confidential Information received from the Negup Solutions.
- 1.2. The Client shall make no disclosures whatsoever of any Confidential Information to others, provided however, that if the Client are a corporation, partnership, or similar entity, disclosure is permitted to the their officers and employees who have a demonstrable need to know such Confidential Information, provided that the Client shall advise such personnel of the confidential nature of the Confidential Information and of the procedures required to maintain the confidentiality thereof; and
- 1.3. The Client shall not modify or remove any confidentiality legends and/or copyright notices appearing on any Confidential Information of Negup Solutions.
- The obligations set forth in this Appendix shall be continuing, provided, however, that this Appendix imposes no obligation upon the Client with respect to information that:
- 2.1. is disclosed with Negup Solutions's prior written approval; or
- 2.2. is or has entered the public domain in its integrated and aggregated form through no fault of the receiving party; or
- 2.3. is known by the Client prior to the time of disclosure in its integrated and aggregated form; or
- 2.4. is independently developed by the Client without use of the Confidential Information; or
- 2.5. is made generally available by Negup Solutions without restriction on disclosure.
- In the event the Client is required by law, regulation or court order to disclose any of Negup Solutions's Confidential Information, the Client will promptly notify Negup Solutions in writing prior to making any such disclosure in order to facilitate Negup Solutions seeking a protective order or other appropriate remedy from the proper authority, at the Client expense. The Client agrees to cooperate with Negup Solutions in seeking such an order or other remedy. The Client further agrees that if Negup Solutions is not successful in precluding the requesting legal body from requiring the disclosure of the Confidential Information, it will furnish only that portion of the Confidential Information, which is legally required.
- In the event of any termination of this Agreement, all Confidential Information, including all copies, partial copies of Confidential Information, copied portions contained in derivative works, in the Client' possession shall be immediately returned to Negup Solutions or destroyed. Within 30 (Thirty) days of termination of this Agreement, the Client will certify in writing, to Negup Solutions the Client' compliance with this provision.
- The Client shall provide full voluntary disclosure to Negup Solutions of any and all unauthorized disclosures and/or unauthorized uses of any Confidential Information; and the obligations of this Appendix shall survive such termination and remain in full force and effect.
- The Client duties under this Appendix shall expire five (5) years after the information is received or earlier, upon written agreement of the parties.
- The Client agrees that Negup Solutions shall be entitled to seek all available legal and equitable remedies for the breach by either of the Client of all of these clauses in this Appendix at the cost of the Client.