We at Rudraabit Technology Pvt. Ltd. (herein after called “Rudraabit”) execute service agreement (project service agreement/contract) for each of our project with our clients’, most of the terms and conditions are project specifics and they are covered service agreement/contract that governs any particular project. Below guidelines are however our terms and conditions which generic in nature.
In the Agreement, “we” means Rudraabit Technology Pvt Ltd; and “you” means the person/organization who is identified as our client in the Proposal.
1. Services
- We will provide to you the services specified in the service agreement with reasonable care and skill.
- You will provide us with all co-operation, information and documentation reasonably required for the provision of the services.
2. Charges, Expenses and Payments
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Our fees will be agreed with you in the service agreement.
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Any expenses (including third party technology, licenses, resources, travel, reprographic expenses, storage costs, collection and delivery fees) incurred in the course of providing the services will be passed on to you at cost, and will be invoiced with our fees.
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We may any additional taxes (i.e. GST or as applicable) upon our services, other than when services are rendered to clients within India.
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Subject to any agreement to the contrary in the service agreement, we will invoice you in arrears at the time specified in the service agreement; and our invoices are payable within 7 to 10 business days of the date of the invoice.
3. Intellectual Property Rights
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For the purpose of this clause:
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“Materials” means the materials (including software, but excluding source code (if applicable to technology)) that we deliver or have a contractual obligation to deliver to you in the course of providing the services;
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“Intellectual Property Rights” means all intellectual property rights throughout the world whether vested or contingent and whether currently in existence or otherwise including (without limitation) copyright, database rights, design rights, registered designs, patents, trademarks, trade names signs and other designations, trade secrets and all similar rights whether registered or otherwise and all extensions, revivals, reversions and renewals of any of the above and, in relation to registrable rights, any applications made in respect thereof; and
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“Third Party Works” means the works and/or materials comprised in the Materials, the Intellectual Property Rights in which are owned by a third party (which will be specified in the service agreement or otherwise agreed between the parties from time to time).
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We hereby grant to you a worldwide, irrevocable, royalty-free, non-exclusive licence under the Intellectual Property Rights in the Materials (other than the Third Party Works) to copy, adapt and publish the Materials, together with the right to sub-license these rights.
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We will secure for your benefit a licence, if applicable, to use the Third Party Works in the manner contemplated in the service agreement.
4. Confidentiality
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Subject to above clauses, we will keep confidential, and will not disclose to any third party, all the information you supply to us under or in connection with the service agreement.
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This Agreement imposes no obligations upon us with respect to information which is or becomes publicly known through no act or default on our part.
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The restrictions in this clause do not apply to the extent that any information is required to be disclosed by any law or regulation, judicial or governmental request or order.
5. Exclusion of Warranties and Indemnity
- All terms, conditions and warranties, express or implied, not set out in the service agreement are, to the fullest extent permitted by law, excluded from the arrangements governed by the service agreement.
6. Limitations and exclusions of liability
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Nothing in the agreement will:
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limit or exclude the liability of a party for death or personal injury resulting from negligence;
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limit or exclude the liability of a party for fraud or fraudulent misrepresentation by that party;
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limit any liability of a party in any way that is not permitted under applicable law; or
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exclude any liability of a party that may not be excluded under applicable law.
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subject to above clause, we will not be liable to you for any [loss of profits, loss of business, loss of anticipated savings, loss of opportunity, loss of data or any kind of indirect or consequential loss, whether it arises from a breach of contract, negligence, or otherwise].
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subject to above clause, our total liability to you in relation to any event or series of related events, whether it arises from breach of contract, negligence, or otherwise, will not exceed the amount received from you over the proceeding 12 months in aggregate.
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You accept that we have an interest in limiting the personal liability of our officers and employees. Having regard to that interest, and subject to above clause, you accept that we are a private limited entity and agree that you will not bring any claim personally against individual officers or employees in respect of any losses you suffer in connection with our services. The provisions of this Clause will not limit or exclude the liability of the limited company itself for the acts and omissions of our officers and employees.
7. Termination
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Project specific agreement will cover have termination clause and condition which specific to that project. Below termination guidelines are generic termination guidelines which generic in nature.
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Either party may terminate the Agreement if:
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the other party commits a material breach of the terms of the service agreement; or
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the other party becomes insolvent or bankrupt or enters any insolvency or bankruptcy procedure in any jurisdiction.
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Where the service agreement is terminated by you under above clause, we will release you from any obligation to pay any amounts to us for future development or deliverables.
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Save as provided in above clause, you will not be entitled to any refund of any fees paid, or be released from any obligation to pay our fees (whether or not invoiced).
8. General
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We will have no liability to you if we are unable to provide any services under the service agreement as a result of circumstances beyond our control, including (without limitation) war, strike, lockout, industrial disputes, riot, civil commotion, acts of Government, fire, flood, blockade, accident, natural catastrophe, disaster, or default of a third party.
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The dates for the provision of the services will be set out in the service agreement.
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No delay, neglect or forbearance in enforcing any term of the service agreement by either party will be deemed to be a waiver or in any way prejudice that party.
Changes
Rudraabit may at any time, without notice to you and in its sole discretion, amend this policy periodically. You are expected to check the policy from time to time for updates. For more information on our Terms and Conditions, contact us at contact@rudraabit.com