Confidentiality & Ownership Agreement
Terms and Conditions for Website Design/Development
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All work carried out by Illustris software solutions private limited is deemed to be carried out under the following terms and conditions which are also publicly available on the company website.
These apply to the exclusion of all other terms and conditions unless stated otherwise in any covering correspondence.
These apply to the exclusion of all other terms and conditions unless stated otherwise in any covering correspondence.
These terms and conditions do not affect your statutory rights.
It is not necessary for any Client to have signed an acceptance of these terms and conditions for them to apply. If a Client allows work to proceed and makes the initial payment then the Client will be deemed to have satisfied themselves as to the terms applying and have accepted these terms and conditions in full.
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1.1 These terms will remain valid for acceptance for 30 days from the date of issue.
1.2 After acceptance Illustris software solutions private limited reserves the right to amend these terms on each anniversary of the agreement subject to giving you 30 days' notice.
1.3 If you have any uncertainties about these conditions as they might apply to you or your project, it is your responsibility to clarify the situation by contacting us before the project gets under way.
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2.1 It is your responsibility to provide us with the required information about your business. Illustris software solutions private limited take no responsibility for errors in content supplied by you for the web site. Any changes thus occasioned may be chargeable.
2.2 Unless specified otherwise, it is your responsibility to provide all necessary text and graphic materials that make up the content of the site. No refund will be made in the event that you fail to provide sufficient content to complete the web site.
2.3 All content must be supplied in a suitable digital format unless agreed otherwise beforehand. Images should be supplied as jpeg, gif or Photoshop format. Text should be supplied as a Microsoft Word or ASCII text file. Failure to supply material in digital format may result in extra charges being made for processing content for use on your web site. Where the content which is provided is in a form where a sizeable amount of copywriting is required, a further charge may be made. We can't guaranty on the clarity of scanned images.
2.4 You grant Illustris software solutions private limited permission to utilize logos and any other company identity for the purposes of creating the website.
2.5 You agree to indemnify Illustris software solutions private limited from any and all claims arising from your negligence or inability to obtain proper copyright permissions for all content supplied.
2.6 A design credit with a link to the Illustris software solutions private limited website will appear on your web site.
2.7 You should provide Illustris software solutions private limited with copies of your terms and conditions and any privacy statement that you wish to be incorporated into the design.
2.8 In the event that a website is unable to be completed by Illustris software solutions private limited because of lack of text and/or pictures, then text will be added using filler text and pictures using appropriate library pictures. At this point the website will be considered completed and invoiced accordingly under our standard payment terms. Final text and pictures will be added when these are produced by the Client at no additional cost.
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3.1 We will provide you with our estimated timescale for progress and completion of the project and will use reasonable endeavors to meet those timescales (as long as you perform your obligations promptly).
3.2 Any quoted dates are our best estimates only and we cannot guarantee 100% that they will be met. If any changes requested are affecting the scheduled delivery date, project will be rescheduled and delivered as per the new delivery date.
3.3 Any changes after accepting the final proposal will be charged separately and the modification work will start after the confirmation of the same.
3.4 We shall have no liability to you nor be deemed to be in breach of this Contract if we are delayed in performing or unable to perform any of our obligations under it due to circumstances beyond our reasonable control.
3.5 Any design issues will be assessed against the standard of PC based internet viewing at 1024 by 768 and 1280 by 1024 screen resolutions viewed in latest versions of Internet Explorer, Google Chrome and Mozilla Firefox unless we agree otherwise in writing.
3.6 Illustris software solutions private limited will use the most appropriate technology or the technology mentioned in the proposal for the development of the site.
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4.1 Acceptance procedure will be as follows:
• The timescale for the development of this project is indicated in the testing milestones/payment/sign off schedule attached.
• A URL will be provided for the Client to examine and test the website and software to make sure it functions as agreed and in accordance with this Agreement.
• The Client is required to complete the acceptance test schedule attached, Sign Off and accept at each milestone within 7 working days of being notified that the milestone has been reached.
• An electronic version of the Acceptance test schedule will be provided for the Client to complete and email to Illustris software solutions private limited, receipt of this will comprise sign off.
• The Client is expected to have tested that the website and software is performing as per approved proposal and checked the source data before authorizing the project to go live.
• The project will not be made live until the final payment has been received.
• After launch, a 20 days warranty is provided to allow for further comprehensive testing of software under operating conditions.
• The support for software after 20 days, client has to sign up Annual Maintenance Contract (AMC) with Illustris which will be 25% of the final quote annually. If there is no AMC contract then the additional support will be invoiced on call basis and the invoiced amount should be paid in advance.
• AMC is for the maintenance of the existing software, any further changes other than of a minor nature are then chargeable.
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5.1 If the Client requires any changes to be made after accepting the final proposal they must notify Illustris software solutions private limited by email or letter.
5.2 Illustris software solutions private limited will charge for the changes requested depending on the complexity of changes. A change request document will be send to the client detailing the technical aspects of the requested changes..
5.3 If the Client accepts the terms of the Change Request they should notify Illustris software solutions private limited by email or letter.
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6.1 50% of the final quote in advance on accepting the proposal.
6.2 The 25% of the final quote should be paid on accepting the prototype.
6.3 Remaining 25% of the final quote should be paid on project delivery.
6.4 Subsequent annual subscription or license payments will be in advance on the anniversary of the initial payment.
6.5 All fees referred to in the proposal and these terms are exclusive of Value Added Tax which will be added and payable by you where appropriate.
6.6 If payments are not received by the due date for payment (as stated in these terms and/or order form) you may be asked to pay us interest on the amount unpaid at the annual rate of 4% above rate from time to time (without prejudice to any other remedy available to us).
6.7 If payments are not received by us on the due date we reserve the right to suspend the our services until such time as payment is received in full (without prejudice to any other remedy available to us) with suitable allowances then being made to any timescales.
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7.1 You will retain ownership of copyright, trademarks and other intellectual property rights in materials that you provide to us for use in the design of your website.
7.2 All copyright, trademarks, patents created, developed, subsisting or used in or in connection with the design or development of your website will be transferred to you on settlement of all outstanding sums due to us.
7.3 All screen displays, graphics, domain names, content and the Look and feel of the site developed shall be transferred to you on settlement of all outstanding sums due to us.
7.4 Illustris software solutions private limited retains the rights to use any software, object code, digital programming, source code and the like developed during the course of the project. However, you will be granted a perpetual, irrevocable and worldwide royalty free transferable license for the use of this facility. This may be subject to the continuing payment of any fees agreed as part of the services to be provided under this agreement.
6.5 All fees referred to in the proposal and these terms are exclusive of Value Added Tax which will be added and payable by you where appropriate.
7.5 If Illustris software solutions private limited is bundling or using any prior intellectual property that it owns and of which it wishes to retain ownership you will be granted a perpetual, irrevocable, worldwide and royalty free transferable license for the use of this facility. This may be subject to the continuing payment any fees agreed as part of the services to be provided under this agreement.
7.6 Illustris software solutions private limited will not transfer rights in any design or software work owned by a third party.
7.7 The source code will be the sole property of Illustris software solutions private limited.
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8.1 Illustris software solutions private limited warrants that commencing from the date of acceptance by the Client and continuing for a period of twenty (20) days that the website and software substantially conforms to the Specification and the Scope of Works and is substantially suitable for the purposes for which it was designed. The terms of the Warranty are that during this period any errors or omissions will be rectified by Illustris software solutions private limited at no cost to the Client. The Warranty does not apply if the website and software has not been operated in accordance with the instructions given by Illustris software solutions private limited.
8.2 Illustris software solutions private limited makes no warranty that the website and software is totally error free or that the Client will be able to operate the website and software without any problems or interruptions caused by unforeseen problems or untested scenarios.
8.3 Illustris software solutions private limited makes no further warranties of any kind, whether express or implied, for the services it provides. Illustris software solutions private limited also disclaims any warranty of merchantability or fitness for any particular purpose other than that covered by the 20 day Warranty.
8.4 In addition, due to the continual development of new techniques for intruding upon and attacking Internet based systems, Illustris software solutions private limited cannot warrant that the Software or any equipment, system or network on which the Software is used will be free of vulnerability to intrusion or attack.
8.5 Illustris software solutions private limited will not be responsible for any direct, indirect or consequential damages that may result from the use of its services, including loss of data resulting from delays, non-delivery or interruption in service. You acknowledge and agree that Illustris software solutions private limited cannot guarantee the absence of service interruptions caused by Acts of God or other circumstances beyond our control.
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7.1 You will retain ownership of copyright, trademarks and other intellectual property rights in materials that you provide to us for use in the design of your website.
7.2 All copyright, trademarks, patents created, developed, subsisting or used in or in connection with the design or development of your website will be transferred to you on settlement of all outstanding sums due to us.
7.3 All screen displays, graphics, domain names, content and the Look and feel of the site developed shall be transferred to you on settlement of all outstanding sums due to us.
7.4 Illustris software solutions private limited retains the rights to use any software, object code, digital programming, source code and the like developed during the course of the project. However, you will be granted a perpetual, irrevocable and worldwide royalty free transferable license for the use of this facility. This may be subject to the continuing payment of any fees agreed as part of the services to be provided under this agreement.
6.5 All fees referred to in the proposal and these terms are exclusive of Value Added Tax which will be added and payable by you where appropriate.
7.5 If Illustris software solutions private limited is bundling or using any prior intellectual property that it owns and of which it wishes to retain ownership you will be granted a perpetual, irrevocable, worldwide and royalty free transferable license for the use of this facility. This may be subject to the continuing payment any fees agreed as part of the services to be provided under this agreement.
7.6 Illustris software solutions private limited will not transfer rights in any design or software work owned by a third party.
7.7 The source code will be the sole property of Illustris software solutions private limited.
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9.1 Illustris software solutions private limited will provide telephone and email support for services we provide to you during normal office hours. Out with these times support by email only is available with a 24 hour response.
9.2 Problems with the operating system and software on your own computer and your Internet connection are specifically excluded from this agreement.
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10.1 Illustris software solutions private limited reserves the right to withdraw services at any time without prior notice. In such circumstances Illustris software solutions private limited will arrange alternative hosting and support services to ensure the ongoing hosting and functionality of the Client's website.
10.2 Illustris software solutions private limited also reserves the right to feature customer websites and testimonials in future promotions without seeking prior consent.
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11.1 Our total liability to you in contract or in tort arising in connection with this Contract shall not exceed the total price paid by you.
11.2 We shall have no liability for loss of profits, business, revenue, goodwill or anticipated savings or for any other indirect or consequential loss. prior consent.
