THIS AGREEMENT constitutes the general terms of business governing the business relationship between Incretive Private Limited, “Company” and you, the “Client.” These Terms and Conditions shall govern all matters between us, Incretive Private Limited and Client, intending to be legally bound, agree as follows:
Scope of Services
Incretive Private Limited will perform data solution services and will attempt to complete the following tasks on or before the Deadline for Solution you submitted in your Request. However, Incretive Private Limited cannot guarantee that any task will be complete on the Deadline for Solution date.
Compensation
In consideration of its services, Client shall pay Incretive Private Limited the amount quoted for the project. Client will not be required to pay Incretive Private Limited unless Client confirms via e-mail that he or she accepts the amount quoted for the Scope of Services. You are obligated to compensate Incretive Private Limited immediately upon accepting, via e-mail, our quote for services.
Late Payment
If Client fails to pay the compensation amount when due as a result of a credit card payment being disputed, denied or otherwise invalid, Client shall pay interest at the rate of 1.5% per month (or such lesser rate as is the maximum rate allowable under applicable law) on the outstanding amount from the date of project acceptance until the payment date. If Incretive Private Limited undertakes collection or enforcement efforts, Client shall be liable for all costs thereof, including, without limitation, reasonable attorneys’ fees. If Client is in arrears on any payment due, Incretive Private Limited may, on giving notice, apply any deposit thereto and withhold or cancel further performance of services or delivery of work product until all arrearages are brought current. Incretive Private Limited may suspend or terminate services for non-payment.
Disputed Charges
Written notice of any disputed charge must be received by Incretive Private Limited within twenty (20) days of the date of performance of the Scope of Services in question or Client shall forfeit its right to dispute such charge. This notice must include the confirmation number for the project in dispute, the item(s) and amount(s) disputed and a complete description of the basis for Client withholding payment. Upon resolution of the disputed charge, Incretive Private Limited shall issue a credit memo or Client shall pay the total amount outstanding referenced by the dispute. Incretive Private Limited reserves the right to assess and accrue late payment fees with respect to any disputed charge resolved in Incretive Private Limited’s favor.
Ownership of Work
The ownership of all original source codes, formulae, design, templates, charts, artwork, and any other materials created in the process of performance of services or execution of tasks shall remain with Incretive Private Limited. Client is granted a perpetual license to use such work for its own purposes.
Confidentiality of Information
Incretive Private Limited acknowledges its responsibility, both during and after the term of its engagement hereunder, to exercise reasonable care to preserve the confidentiality of any proprietary or confidential information or data developed by Incretive Private Limited on behalf of Client in the course of its services hereunder, or disclosed by Client to Incretive Private Limited. Any obligation of Incretive Private Limited pursuant to the foregoing sentence shall not extend to:
- Information that is in the possession of Incretive Private Limited or its employees at the time of disclosure
- Information that Incretive Private Limited, or its employees, receives from a third party under no obligation of confidentiality to Client; and
- Information that is required to be disclosed pursuant to a court order or any applicable law.
Notwithstanding the above, the obligation on the part of Incretive Private Limited to maintain the confidentiality of any such information that it maintains in its possession or control shall cease three (3) years from the termination of this agreement.
Limitation of Damages
Incretive Private Limited will endeavor to provide high quality services and a high quality product. However, Incretive Private Limited is not, and will not be responsible for any consequential or incidental damages resulting from Incretive Private Limited’s services, including, but not limited to, any interruptions of service, or data loss (including lost transactions) regardless of whether such damages arose from Incretive Private Limited’s negligence. Although Incretive Private Limited will endeavor to safeguard any data provided by the Client, the Client agrees that it is responsible for safeguarding its data, including maintaining a backup of all data provided to Incretive Private Limited.
Warranty
Incretive Private Limited warrants that services provided under this agreement will be performed in a professional and workmanlike manner.
Except as expressly set forth in writing, the preceding is Incretive Private Limited’s only warranty concerning the services and work products provided to client under this agreement, and is made expressly in lieu of all other warranties and representations, express or implied, including but not limited to any implied warranties of merchantability, fitness for a particular purpose or otherwise. No warranties are created by any course of dealing between the parties, course of performance, trade usage or industry custom.
Limitation of Liability
In no event will Incretive Private Limited be liable for any special, indirect, punitive, consequential or incidental damages, including, without limitation, any lost profits, damage to, or loss of, any records or property or any claim or demand against client by any other party due to any cause whatsoever, even if Incretive Private Limited has been advised of the possibility of such damages or should have known of such possibility.
Incretive Private Limited liability (whether in contract, tort, negligence or by statute or otherwise) to client or to any third party concerning the performance or nonperformance by portland spreadworks, or any matter related to this agreement or any service request, for any and all claims, shall not in the aggregate exceed the amount paid by client to Incretive Private Limited thereunder with respect to the particular service, deliverable or product provided under this agreement giving rise to the liability. Client’s exclusive remedy for any claim arising out of these arrangements shall be for portland spreadworks, upon receipt of written notice, to use commercially reasonable efforts to cure the breach at its expense, and failing that, the return of fees paid by client to Incretive Private Limited for the particular service, deliverable or product giving rise to the liability.
Force Majeure
Incretive Private Limited may, without liability, delay performance or cancel this Agreement on account of force majeure or other circumstances beyond its control including, but not limited to, acts of God, war, riot, fire, earthquake, explosion, flood, lockout, injunction or telecommunications, electrical or source of supply failure, or the unavailability of services, personnel, products or materials.
Assignment
This Agreement and the performance of any obligation hereunder, may not be assigned, delegated or otherwise transferred by Client without the prior written consent of the Company. Incretive Private Limited may, without Client’s consent, assign this Agreement or the performance of any obligation hereunder, to an any third party of its choosing. The rights and obligations of Incretive Private Limited and Client under this Agreement shall inure to the benefit of and shall be binding upon the successors and permitted assigns of Incretive Private Limited and Client.
The below stated points are applicable and valid for the entire Agreement
Governing Jurisdiction
This Agreement is being delivered in, and shall be governed, construed, enforced, and interpreted by, though, and under, the laws of the Jaipur Jurisdiction of the State of Rajasthan, excluding conflict of law principles that would cause the application of laws of another jurisdiction.
In any case or circumstances, the Client fails to follow this Agreement or goes violent or indulges into practices that harm the reputation and integrity of the Company, then the decision of Jaipur Jurisdiction will have the final say in the matter if both the Parties can’t agree on the mutual consent, irrespective of wherever the Client is located.
The Client understands that he or she will be fully liable if he fails to follow this Agreement or goes violent or indulges into practices that harm the reputation and integrity of the Company. The Client hereby agrees to indemnify the Company and any of its operators of any loss, damage, penalties, legal actions, or claims incurred as a result of breaching this Agreement.
Binding Effect
This Agreement is binding upon and shall inure to the benefit of the respective successors and/or assigns of the parties hereto.
Amendment
Only the Company reserves the right to make any amendments to this Agreement and Client will be notified for the same.
Termination
Upon the termination or expiration of this Agreement, as the case may be, the Company will forever reserve the copyrights of the work completed or to be completed from the date of Agreement till the date of termination or expiration. Termination or expiration of this Agreement shall not extinguish obligations herein which, by their nature, are intended to survive this Agreement. This includes, but it not limited to, the payment of royalties.
Severability & Survivability
- If any provisions of this Agreement shall held to be invalid or unenforceable for any reason, the remaining provisions shall continue to be valid and enforceable. If a court finds that any provision of this Agreement is invalid or unenforceable, but that by limiting such provision it would become valid or enforceable, then such provision will be deemed to be written, construed, and enforced as so limited.
- The terms of this Agreement apply to those obligations that survive any cancellation, termination, or rescission, namely – warranty, indemnification, liability and limits thereon, rights and obligations upon and following termination and assignment.
Miscellaneous
- Nothing in this Agreement shall be construed to constitute an agency, partnership, joint venture, or other similar relationship between the Client and the Company.
- The Client, without prior approval of the Company, cannot make any public announcement of or otherwise disclose the existence or the terms of this Agreement.
- In any case or circumstances, if the Client fails to follow this Agreement or goes violent or indulges into practices that harm the reputation and integrity of the Company, then the decision of Jaipur Jurisdiction will have the final say in the matter if both the parties can’t agree on the mutual consent, irrespective of wherever the Client is located.
- This Agreement shall remain in effect till the existence of the Company from the Effective Date unless otherwise terminated by the Company by giving the notice to the other of its desire to terminate this Agreement.