Terms & Conditions

This Service Agreement (“Agreement”) shall apply and govern the Statement of Works (SOW), project, letter of intent or any other document (“SOW”) executed between e-Orchids Techsolutions Private Limited and any of its affiliates (specifically identified in the SOW) and customers, for the purpose of providing professional service (“Service”) or deliverables (“Deliverables”) for software development and consulting.

The below terms and conditions apply to all services and applications whether directly or indirectly (through distributor) provided by e-Orchids Techsolutions Private Limited. By using our services and applications through whatever platform, you acknowledge and agree to have read, understood and agreed to the terms and conditions set out below (Including the privacy policy).

We have tried to keep these terms and conditions brief, easy to understand, and as straight forward as possible. If you have any questions, please do not hesitate to contact us.

Clauses
Definitions

“We”, “Us”, and “Our” means e-Orchids Techsolutions Pvt. LTD (herein referred to as “The Company”). A private company incorporated by the law of the Indian government, having its registered address at B5, B-wing, 5 th Floor, Parsn Manere, 602/442, Anna Salai, Chennai 600006.

“Application” means a software that is compatible across iOS and Android devices.

“Software” means a computer program or programs and associated data files designed to perform a specific series of tasks.

“Service” means the customer care rendered by a team from e-Orchids Techsolutions Pvt. LTD concerning your projects and applications.

“Service” means the customer care rendered by a team from e-Orchids Techsolutions Pvt. LTD concerning your projects and applications.

“The Project” refers to the body of work that is being undertaken by e-Orchids Techsolutions Pvt. LTD. normally consisting of several parts such as Website, Graphic Designing, Consultation, Domain Hosting and Renewal Package, Software Applications, Server Management, etc...

Force Majeure

E Orchids shall not be liable for delay nor failure in fulfilling these terms and conditions due to fire, strike, war, civil unrest, terrorist action, government regulations, act of Nature or any other cause that are unavoidable and beyond the reasonable control of e Orchids claiming force of majeure.

Services

The company’s standard software development services include:

  1. Ascertaining the clients functional requirements
  2. Drawing up a functional specifications
  3. Designing and Developing the program(s) necessary to fulfil the specifications
  4. Performing all appropriate testing
  5. Taking the product/service to Live
  6. Any changes than the original SOW will incur additional charges.

In addition, to the standard services listed above, at the request of the client and payment of the appropriate fee, the company will undertake periodic reviews and maintenance of any software, which is the product of the standard services.

Fee and Title
  1. Payment policy
    1. Fees are charged either on hourly basis or monthly basis or on any other basis agreed with the individual client.
    2. The contract amount is agreed with the individual client
    3. Out-of-pocket expenses and the cost will be agreed by the client
    4. All additional expenses with regards to travelling, food, etc… expenses shall be borne by the client.
  2. Invoicing
    1. Clients will be invoiced in accordance with a schedule (usually 24th – 25th of every month) or within a period (mentioned in the invoice) after completion of work.
  3. Due Date of Payment
    1. Payments will normally fall due 10 days from the date of invoicing. These payment arrangements may be varied in response to change in circumstances.
  4. Overdue Payments
    1. Fine will be charged at 5% if the payment is delayed within 15 days form due date
    2. Fine will be charged at 10% if the payment is delayed within 15-30 days from due date
  5. Deposits are NOT refundable if the development work has been started or completed and you terminate or cancel the contract through no fault of ours.
  6. Title to all goods and services remain with the company until paid in full. Should a refund be made or there is any dispute over payment, title shall revert to the company.
Quotation
  1. All quotations and estimates provided by e-Orchids Techsolutions Private Limited are valid for 30 days from the date of issue. Quotations not accepted within this timeframe will be re-issued if there is any price change.
  2. All quotations are required to be accepted using the supplied Quotation Acceptance Form and returned to e-Orchids Techsolutions Private Limited within 30 days period from the date of issue.
  3. All quoted prices, excluding where indicated, excludes Good and Service Tax (GST)
  4. Estimates maybe provided by e-Orchids Techsolutions Private Limited to offer the client a guide on the projected costing of the project prior to any discovery or research for said project. All estimates will be clearly marked as such and not an indication of the exact final cost to develop the website/software/application.
  5. All estimates will need to be formalized to a quotation or invoice before accepting by either party as the final cost of the application.
  6. E-Orchids Techsolutions Private Limited reserves the right to suspend the services/quotations at any time, without any prior information.
Premature Termination
  1. Automatic Termination
    1. The contract will end automatically on the termination date specified by the client.
  2. Premature Termination by the Company
    1. The Company reserves the right to terminate before the termination date if the Client commits a fundamental breach of this contract, including (but not exclusive to) asking the Company to do anything unethical or contrary to law. In this event, the contract will be terminated immediately by verbal notice and Email. This verbal notice will then be confirmed in writing, delivered by hand, fax, email, Special, or Recorded Delivery post. Termination is effective upon confirmation that the Client has received such written confirmation. The date of such confirmation then becomes the revised termination date. In the event of premature termination resulting from a fundamental breach by the Client, it is the Client’s responsibility to arrange for the completion of any outstanding work at their own expense. In these circumstances, the revised termination date automatically becomes the due date for payment with interest being chargeable as mentioned further in this contract. Any materials exchanged between the Company and the Client for the purposes of performing the contract will be returned to their legal owners within 30 days of the revised termination date. Refunds will NOT be processed for work that has already been started, partially completed and completed.
  3. Premature Termination by the Client
    1. The Client has the right to terminate before the termination date. In this event, the Client will communicate the decision to the Company in writing stating the reasons for the termination and the commencement date of notice period. The client will specify the duration of the notice period. In the event of any work being incomplete at the revised date of termination, it is the Client’s responsibility to arrange for the completion of any pending/outstanding work at their own expense. In these circumstances, the revised termination date automatically becomes the due date for payment with interest being chargeable as set out in this contract. Any materials exchanged between the Company and the Client for the purposes of performing the contract will be returned to their legal owners within 30 days of the revised termination date. Refunds will NOT be processed for work that has already been started, partially completed and completed.
Quotation
  1. We are pleased to offer you the opportunity to revise the design (additional work, apart from the agreed, will cost more). However, we have the right to limit the number of design proposals to a reasonable amount and may change for additional design if you make change in the original design specifications.
  2. Our website/software/application development phase is flexible and allows certain variations to the original specification. However, any major deviation from the specification will be charged at the rate of USD $10 per hour.
Approval of Work

On completion of work you will be notified and have the opportunity to review it. You must notify us in writing of any unsatisfactory points within 7 days of such notification. Any of the work, which has not been reported to us as unsatisfactory within the 7 days review period will be deemed to have approved. Once approved, or deemed approved, work cannot be subsequently rejected and the contract will be deemed completed and the balance cost of the project price will become due.

Rejected Work

If you reject any of our work within the 7 days review period, or not approve subsequent work performed by us to remedy any points recorded as being unsatisfactory, and we acting reasonably, consider that you have been unreasonable in any rejection of the work, we can elect to treat this contract as at an end and take measure to recover payment for the completed work.

Warranty by you as to ownership of intellectual property

You must obtain all necessary permissions and authorities in respect of the use of all copy, graphic images, registered company logos, names and trademarks, or any other material that you supply to us to include in your designs/creative/website/software/application(s).

Licensing
  1. Unless specified all quotations and websites/software/application(s) do not include a source code license.
  2. All source code and associated intellectual property relating to said source code, developed by e-Orchids Techsolutions Private Limited, solely remain the property of e-Orchids Techsolutions Private Limited, except where specific code license has been issued to the client and said issuance is indicated to the client in writing from e-Orchids Techsolutions Private Limited.
  3. E-Orchids Techsolutions Private Limited reserves the right to implement licensing features within the quotation website/software/application, except where code license is issued by e- Orchids Techsolutions Private Limited.
  4. Any alteration, reverse engineering, or manipulation of any kind on the code, complied or otherwise, created by e- Orchids Techsolutions Private Limited for the quoted website/software/application may be a breach of trademark and copyright laws. If said breach is confirmed, penalties will apply under the relevant laws.
  5. Any cost incurred by e- Orchids Techsolutions Private Limited for third party code license requires completing the quoted website/software/application will be attached to the existing e- Orchids Techsolutions Private Limited code license for the quoted website/software/application(s).
Search Engines

We do not guarantee any specific position in search engine results for your website. We perform basic search engine optimization according to current best practice.

Consequential Loss

We shall not be liable for any loss or damage, which you may suffer which is in any way attributable to any delay in performance or completion of our contract, however that delay arises.

Alterations
  1. Unless specified all quotations and websites/software/application(s) do not include a source code license.
  2. Any alterations requested by the client after development of website/software/applications has begun will incur extra development and regression testing time. Dependent upon the alteration or change requested an average of 3 day extra development time per alteration should be allowed for. The 3 days average may not be indicative of the time required and can be extended commensurate of the time involved to implement said changes.
  3. e-Orchids Techsolutions Private Limited will NOT accept responsibility for any alterations performed by the client or any third party which may cause or induce errors within the quoted website/software/application(s).
  4. iv. Any alteration, reverse engineering, or manipulation of any kind on the code, complied or otherwise, created by e- Orchids Techsolutions Private Limited for the quoted website/software/application may be a breach of trademark and copyright laws. If said breach is confirmed, penalties will apply under the relevant laws.
  5. If e-Orchids Techsolutions Private Limited are required to correct said alterations or errors resulting from said alterations, induced, injected, or otherwise caused by parties other than e-Orchids Techsolutions Private Limited, the client will be charged at the hourly rate that is current for e-Orchids Techsolutions Private Limited at the same time said errors are to be fixed.
Disclaimer

To the full extent permitted by law, all terms, conditions, warranties, undertakings, inducements or representations whether express, implied, statutory or otherwise (other than the express provisions of these terms and conditions) relating in any way to the services we provide to you are excluded. Without limiting the above, to the extent permitted by law, any liability of e-Orchids Techsolutions Private Limited under any term, condition, warranty or representation that by law cannot be excluded is, where permitted by law, limited at our option to the replacement, re-repair or re-supply of the services or the payment of the cost of the services that we were contracted to perform.

Non-Disclosure

We (and any subcontractors we engage) agree that we will not disclose any of your confidential information to any third party.

Additional Expense

You agree to reimburse us for any requested expenses that do not form part of our proposal including but not limited to the purchase of templates, third party software, stock photographs, fonts, domain name registration, web hosting or comparable expenses.

Backups

You are responsible for maintaining your own backups with respect to your website/software/applications and we will not be liable for restoring any client data or client websites/software/application except to the extent that such data loss arises out of a negligent act or omission by us.

Ownership of Domain Names and Web Hosting

We will supply to you, your account credentials for domain name registration and/or web hosting that we purchased on your behalf when you reimburse us for any expenses that we have incurred.

Governing Law

The agreement constituted by these terms and conditions and any proposal will be construed according to and is governed by the laws of Chennai, India, High Court. You and e-Orchids Techsolutions Private Limited submit to the non-exclusive jurisdiction of the courts in and of Chennai, India, High Court in relation to any dispute arising under these terms and conditions or in relation to any services we perform for you.

E-Commerce

You are responsible for complying with all relevant laws relating to e-commerce, and to the full extent permitted by law will hold harmless, protect, and defend and indemnify e-Orchids Techsolutions Private Limited and its subcontractors from any claim, penalty, tax, tariff loss or damage arising from your or your clients’ use of Internet electronic commerce.

What Do Both Parties Agree To
The Client Agrees To:
  1. Provide the company with a reasonable period of time, and everything requested from you to complete the project (including texts, images and information).
  2. Provide the company with texts and images in the format as stated below (refer photographs and images section)
  3. Where a permitted number of installations is specified and to ensure that number is not exceeded.
  4. Review the company’s work, provide feedback, and sign-off approval in a timely manner. Maximum (1 Month)
  5. Make every effort to adhere to all agreed deadlines.
  6. Payments in advance will depend on the estimates of the project i.e.,
    1. Make 50% in advance, if the total value of the project is below USD $2000.
    2. Make 25% in advance, if the total value of the project is above USD $2000.
  7. Advise, in advance, of any confidential information presented by Email or Written, between both parties. Also, for this to be marked ‘Confidential’ in the subject of the Email or clearly in any written document.
  8. Advise, in advance, of any confidential information presented by Email or Written, between both parties. Also, for this to be marked ‘Confidential’ in the subject of the Email or clearly in any written document.
  9. Provide a minimum of one month notice in Email or Writing should you wish to cancel/stop any contract.
The Company Agrees To:
  1. Carry out services in a professional and timely manner.
  2. To take reasonable care and exercise all due diligence to ensure those services are of the quality and standard of a reasonable competent service-provider in the field of software development.
  3. Make every effort to adhere to any deadline agreed between you and us.
  4. Make a reasonable number of revisions to the design, layouts, colors, etc… until you are satisfied with the design concept or such time as both parties feel an agreement is likely to be reached but no more than 2 major revisions. Additional revisions or design work outside the scope of the project will be charged separately.
  5. v. Endeavour to complete requested websites revisions or updates within 48 hours, wherever possible. Revision entitlement per month is dependent on your support package.
  6. Maintain up to date skills and knowledge through regular training and research.
  7. Contact you before the end of the first 12-month period, to discuss the various options open to you for continuing website maintenance and support and/or hosting.
Standard Terms and Conditions of Business for Software Development
Website Development
  1. All websites and software/applications are developed to work primarily across all major browsers and platforms including other devices such as mobile phones and touchpads. However, the company cannot guarantee complete and/or long-term compatibility across every major browser, platform or handheld devices due to updates/upgrades by their respective vendors.
  2. The company cannot guarantee compatibility in old and redundant browsers and software.
Payment and Contract Lengths
  1. The company has the right to charge the client up to 100% of the total project costs, should the client cancel the website after the design concept have been agreed but prior to the website/software/application going live. The scale of the charges will be dependent on what stage the project is at when the cancellation takes place.
  2. Once the site goes live, any early cancellation of your standing order during the first 12 months will be deemed a break in contract. In this care you would be liable for the balance of the contract to be paid with immediate effect plus USD $50 admin fee (The admin fee covers time taken to discover the cancellation, generating and invoice and posting)
  3. Alterations to standing order mandates to reflect new or changed contracts are the sole responsibility of the client. Overpayments to the company as a result of not updating a standing order mandate will not be reimbursed to the client. Underpayments or missing payments, however, shall be backdated to the point at which the underpayment or missing payment was discovered and the client shall be responsible for bringing their account up to date within a reasonable period.
  4. Contract lengths are normally 12 months unless agreed beforehand between the client and the company. The company requires a minimum 30 days’ notice to cancel a support or hosting contract.
  5. All timeframes offered by e-Orchids Techsolutions Private Limited to the clients are estimated. The intrinsic nature of software or application development and its intricacies do not offer e-Orchids Techsolutions Private Limited the luxury of defining definite timeframes.
  6. The quoted applications/software/websites remain property of e-Orchids Techsolutions Private Limited until all obligations have been met for release of said application or software or website to the client.
  7. E-Orchids Techsolutions Private Limited will NOT release the quoted website/software/application(s) unless all payments have been met under the obligations of the quotation or work agreement/contract.
Content Management Systems
  1. All packages with the exception of our basic package (Start Up) will be developed using a Content Management System (CMS)
  2. E-Commerce stores use different management systems depending on the scale and complexity of the Project.
  3. However, in some instances, the company may build a bespoke solution, depending on the exact requirements of the project.
  4. Any associated or additional fees, such as installation, setup, testing, and introductory training pertaining to Content Management Systems or E-Commerce Management Systems are covered within your chosen package.
  5. Data migration from your current system to the new system is out of scope and costing for the same will be analyzed at the time of implementation.
Photographs and Images
  1. Any images or photographs that you supply should be in digital format, usually no smaller than 1024x768 pixels, with a suitable resolution that will allow them to be resized and used on screen. Traditional paper photographs requiring scanning are acceptable, however, there may be additional costs incurred due to time spent scanning and retouching the images. This depends entirely on the project and the number of images involved.
  2. Any images that the company asks to obtain from third party photographers or stock photography will be charged as an additional cost.
  3. The client guarantees that any elements of text, graphics, photos, designs, trademarks, or other artwork furnished to the company for inclusion in their websites, or other design, are owner by the client, or that the client has permission from the rightful owner to use each of these elements, and will hold harmless, protect, indemnify and defend the company and its subcontractors from any liability (including solicitors fees and court costs), including any claims or suit, threatened or actual arising from the use of such elements furnished by the client.
  4. The company may request evidence of ownership or permission.
The Copyright
  1. After the initial 12 month period, copyright is automatically assigned as follows:
  2. ii. The client will own, or have express permission to use, the text files, images, graphics and any visual elements, video or sound bytes, that you may have sent to us to use in connection with the project.
  3. The company will maintain copies of all the files used in connection with your project and if you require a disc copy of all the files used in connection with your project, then the company will be happy to supply this to you. Copies of the websites files are maintained by us for a reasonable time (usually at least one year), and if you are hosting with us, then files are maintained both locally and on external servers.
  4. The copyright to the markup, CSS files, other code that may have been used by us for you or certain images that the company may have supplies to or for you are licensed to you in connection with this web design project, and will be licensed solely to the domain name on which the website files reside. If you own the domain name, then you own the copyright.
  5. At the bottom of the website page(s) after payment completion, usually it will say copyright and the name of your business or company. The company does however reserve the right as the company responsible for the design and/or development to place a small and unobtrusive link at the bottom of your website, thereby not hindering or distracting from your own website design.
  6. As the design company, the company also reserves the right to display and link to your complete project as part of our portfolio, and to write about the project on other websites, in magazine or ezine articles, books, written or digital publications of any design and source. Please inform us in advance of the website going live if you DO NOT want us to add your site to our portfolio of work.
Hosting
  1. To ensure superior levels of reliability and performance, all our clients websites hosted on a high speed, state of the art managed dedicated server, which utilizes a guaranteed minimum uptime service availability level of 99.95%. Details of the exact specification of our servers are freely available to all our clients upon request.
Liability
  1. The company will NOT be held liable for any missed launch date or deadline, if the client has been late in supplying materials, or has not approved or signed off work on time at any stage.
  2. E- Orchids Techsolutions Private Limited will pursue due care to ensure that websites/software/applications created by e- Orchids Techsolutions Private Limited are free of errors.
  3. E- Orchids Techsolutions Private Limited will rectify any errors made by e- Orchids Techsolutions Private Limited staff in the undertaking of the quoted website/software/application(s).
  4. E- Orchids Techsolutions Private Limited will NOT accept responsibility for losses or damage arising from errors within any websites/software/application(s).
Confidentiality

Confidential information shall mean any information disclosed by one party to the other party, in any form including without limitation documents, business plans, source code, software, technical/ financial/ marketing/ customer/ business information, specifications, analysis, designs, drawings, data, computer programs, any information relating to personnel or Affiliates of a party and include information disclosed by third parties at the direction of a Disclosing Party and marked as confidential within 15 days of such disclosure. Confidential Information shall however, exclude any information which (i) is/ was publicly known or comes into public domain; (ii) is received by the Receiving Party from a third party, without breach of this Agreement; (iii) was already in the possession of Receiving Party, without confidentiality restrictions, at the time of disclosure by the Disclosing Party; (iv) is permitted for disclosure by the Disclosing Party in writing; (v) independently developed by the Receiving Party without use of Confidential Information; (vi) is required to be disclosed by the Receiving Party pursuant to any order or requirement from court, administrative or governmental agency, provided that the Receiving Party shall give the Disclosing Party prompt written notice of such order or requirement and an opportunity to contest or seek an appropriate protective order. The Receiving Party agrees not to use any Confidential Information for any purpose except for conducting business with the Disclosing Party, or otherwise agreed in writing.

Subcontracting
  1. Consultant may subcontract the services to any of its affiliates.
Approval Process
  1. Customers/Clients will have 30 days following receipt of the services or deliverable (“Acceptance Period”), to complete acceptance tests as per acceptance criteria agreed in the SOW (“Acceptance Criteria”). If no notice of non-conformance to Acceptance Criteria is reported during the acceptance period, deliverables and services are deemed accepted by the customer.
General
  1. A website or software/application will not launch until a standing order or mode of payments are made in full or has been set up, unless special agreement has been reached in advance. The company accepts payments by instrument of Cheque, NEFT or IMPS mode transactions to the company’s account details mentioned in the invoices.
  2. Additional costs for extra features and/or additional design costs, not covered by our standard packages, will be agreed and invoiced before the website goes live. You may contact the administrator for charges and information.
  3. If the client does not respond to the company’s request to discuss or choose ongoing support options, the client will automatically be placed on what the company feels is the most appropriate support package.
  4. A small admin fee is payable for switching the client to another hosting provider.
  5. Hosting only clients will be charged at our normal hourly rate for any further changes or updates to their website.
  6. There may be an additional fee for any design changes requested after the initial agreed design has been signed off.
  7. The Company is not responsible for writing or inputting any text copy unless the client has specified this.
  8. If you are hosting the website(s) or Software(s) elsewhere, the Company cannot guarantee that the website is fully compatible with all hosting provider’s server operating systems, especially any contact forms, Content Management Systems, database driven websites, database driven software, etc.
  9. If the website or software is to be hosted elsewhere, then you will still pay the same monthly fee as agreed.
  10. Applications once launched in Google Play Store or iOS App Store cannot be moved to another service provider.
  11. The company do not offer any technical support for any other web site hosting company that you may choose (if you elect not to host the website with us).
  12. The company cannot guarantee that the functions contained within any web page (or part of your website design), will always be error free, and therefore the company will not be liable in any way whatsoever to you for any third party damages, including lost profits, lost savings, or other incidental, consequential or special damages arising out of the operation of or inability to operate this web site and any other web pages, even if you have advised us of the possibilities of such damages.
  13. If any provision of this agreement shall be unlawful, void, or for any reason unenforceable, then that provision shall be deemed severable from this agreement and shall not affect the validity and enforceability of any remaining provisions. Just the same as a fine, you cannot transfer this contract to anyone else without our consent or permission.
  14. This contract remains in force and need not be renewed.
  15. Although the company have tried to keep this contract language simple, the intentions are serious, and the contract is a legal document under the exclusive jurisdiction of English Law and Courts.
  16. Where there is any delay in supplying requested material from the client to us, which leads to delay in the completion of work, we have the right to extend any previously agreed deadlines by a reasonable amount.
Changes to These Terms and Conditions

First Class Web Design reserves the right to add, delete, or modify any provision of these Terms and Conditions at any time without notice. Failure to receive notification of a change does not make those changes invalid. These Terms and Conditions will always be available to download or print from our website.

This Agreement shall constitute the complete agreement between the parties respecting the subject matter. This Agreement may not be extended, amended, terminated, or superseded except by agreement in writing between the parties. This Agreement supersedes all previous agreements between the Consultant and the Customer, whether oral or written, regarding subject matter hereof, standard terms and conditions of a purchase order or an invoice or any similar document whether hosted on party’s website or otherwise, shall be ineffective. There are no intended third party beneficiaries to this Agreement. Each Agreement may be executed in one or more counterparts (including scanned copies), all of which when signed and taken together constitute a single agreement between the parties.

We like to talk

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