Terms & Condition
Refer our transparent terms & conditions deemed accepted when using our website, products, business solution, services etc.
Coverage & Scope
The following Terms and Conditions document is a legal agreement between EnactOn Technologies Private Limited, hereafter the ‘Developer’, and ‘the Client’ for the purposes of consultancy, business solution, mobile app, extension, and/or website design or development.
All the clients deemed to abided by the set terms & conditions.
- Scope of work
The client shares the requirement which is aligned between the developer and the client to finally create a business proposal. All the deliverables, inclusion, exclusion, support, payment, timeline, etc is defined clearly in the business proposal document.
Any client willing to work is deemed to have agreed to the business proposal shared at the start of the project work.
- Project Milestones
Based on the work content, the developer will inform the client about various milestones and updates in the CRM for the client’s review. This is done in case the project is an enterprise solution with lead-time of 15+ weeks.
When a ready-made business solution opted, the milestones are not required as the project is wrapped up within 4-8 weeks or less.
Once the business proposal is accepted and the scope of work is finalized, any change will have to be re-evaluated in terms of feasibility, cost & timeline impact, etc. The client contact developer via email for any change requirement. The developer to analyze the requirement and inform the cost, timeline impact, and any other change in the earlier finalized scope of work.
- Client’s scope of work
Any input as decided/agreed/defined in the scope of work, which may include following, but not limited to, has to be provided in a timely manner;
- Benchmark/references for
- User interface
- Various modules
- Various functionalities
- User experience
- Multi-language execution approach
- Wireframe/competitor website screenshots
- Branding color pallet (if any)
- Various third-party platform access with API keys
- Approval for various design, development approaches
- List of merchants to be integrated for sale, coupon API
- Non-English translation
- Affiliate network accounts with API keys
- Merchant affiliate program
- Proxy servers, other necessary scripts, etc.
- Website Domain
- Logo / Favicon
- How it works video
- Content for about us, merchants, how it works, refer & earn, etc. o Branding images (Offices, our people, etc)
- Merchant logos
- Configuration with actual content/images
- Well configured AWS Server
- Any paid services from the third party
- Google Play, iTunes, Browser extension store account with a subscription
- Google Chrome / Firefox developer account to deploy the browser extensions
Unless explicitly listed in the scope of work of the developer, the client is deemed to be responsible to furnish the above details on-time during the development.
The client is suggested to use only a genuine licensed version of scripts, plugins, extensions, themes, software, etc. Any premium plugin/theme/script etc if used for the project development needs to be purchased by the client separately to own the single-use valid license.
- Final Deliverable
Developer agrees to deliver full source code to the client as per the agreed scope of work within the committed timeline, including;
- Fully functional website, mobile app, browser extension, etc
- Content, graphics, the font may be representative and not actual, client need to update these once the delivery is completed
The website created by Developer will be up and running, online, functional, and accessible by Client. The client is informed and understands that the Developer will use its best efforts to perform the test cases.
However, the Client understands that mobile applications, websites, and software are complicated and imperfect environs. The developer will attempt to cure and remedy any unforeseen glitches, bugs and/or errors, but those efforts will be based upon the original specifications, including agreed-upon modifications of Client
- Original Work/Conflicts/Confidentiality
The developer promises that work does not violate the patent, copyright, trade secrets, or another property right of any person, firm, or entity. The developer promises that this Agreement does not conflict with any other contract, agreement, or understanding to which Developer is a party.
The original business solution developed by the developer will remain the IP of the developer as the original owner. The client is legally restricted to resell/distribute / copy/clone the website, app, extension for any other/commercial purposes.
Any enterprise solution developed as per the client’s requirement document will be an IP of the client. The developer promises to hold and maintain in strict confidence any confidential information that Client provides (such as proprietary technical or business information), and Developer will not disclose such information to any third party except as may be required by a court or governmental authority.
- Documentation & training
The developer provides detailed documentation, video tutorials on how to use the system, solution. The one-on-one training or knowledge transfer is available at an additional cost of $25 / hour.
If Client asks Developer to train Client onsite, Client agrees to pay $1000 / day reimbursement plug actual costs of traveling to the Client location, including but not limited to transportation, lodging, and food expenses.
The Client agrees that until Client pays Developer in full, Client will not acquire the rights or license to use or transfer ownership of any software that Developer creates for Client under this Agreement
The developer owns the right to destroy the software if the payment in full is not received within 30 days from the time the payment request is raised. After that, no claim on the software will be entertained, nor the initial released payment will be refunded.
The client agrees to pay the additional custom work if added later.
There won’t any compensation for the bugs, delay or quality issues that occur in the solution, however, the developer agrees to inform the client about the delay and fix the quality-related issues as and when noticed/reported
- Feedback and Acceptance
The client agrees, that Developer cannot complete work for Client or meet agreed-upon milestones unless Client gives timely feedback as and when sought. Client agrees to provide timely feedback so that Developer can understand Client concerns, objections or corrections, and Client promises not to unreasonably withhold acceptance of the deliverables Developer will provide Client at each milestone.
Developer and Client agree to the following acceptance process: Developer will test the software that Developer creates for Client to make sure that it’s working properly. In turn, Client promises that Client will evaluate the deliverables Developer provided to Client at each milestone listed in the business proposal/scope of work document and let Developer know in writing, within forty-eight (48) hours after Client receives each deliverable, whether Client accepts or rejects it. If Client rejects a deliverable, the Developer will correct any errors and again ask Client to accept or reject the corrected deliverable – which Client promises to do within forty-eight (48) hours after Client receives the corrected deliverable.
When Developer delivers the final files/source code to Client and completes work for Client under the Agreement, Client agrees that Client will test the delivered system in its entirety to determine if Developer completed the work as required/specified Client. The client promises to let Developer know in writing within seven (7) calendar days after Developer delivers the final files whether Client accepts or rejects the final files. If Client rejects the final files, the Developer will correct any errors and again ask Client to accept or reject the corrected deliverable – which Client promises to do within seven (7) calendar days after Client receives the corrected deliverable. This process shall continue until Client accepts the deliverable or seven (7) calendar days have passed and Client has not accepted or rejected a deliverable (at which point it will be deemed accepted). Finally, the Client agrees that Developer work on this project will be complete and the Agreement will end after the Client has approved the final files/source code delivery.
- Rights To The Client Content
Client promises that: (a) Developer owns the right to use anything Client gives Developer (“Client Content”); and (b) using such Client Content does not violate the patent, copyright, trade secret, or another property right of any person, firm or entity.
Client grants Developer a nonexclusive, non-transferable license to use, reproduce, modify, display and publish the Client Content solely in connection with Developer’s work for Client under this Agreement and the limited promotional uses as allowed by this Agreement. The client also affirms and represents that this Agreement does not conflict with any other contract, agreement or understanding to which Client is a party.
- Rights Before Payment In Full
The client understands and agrees that until the Client pays Developer in full, the Developer owns full rights to everything Developer creates for Client under this Agreement. If Client does not pay Developer in full, Client agrees that Developer can complete, exhibit, use and sell the project at Developers sole and absolute discretion (except that Developer will not be able to use Client Content in such work).
- Right To Make Changes
Developer agrees that after Client pays Developer in full, Client may make any changes or additions to the software Developer creates for Client under this Agreement, which Client in Client’s discretion may consider necessary, and Client may engage others to make any such changes or additions, without further payments to Developer.
The client agrees that if Client asks Developer to make changes or additions to the software after Client approves the final files, Client and Developer will finalize a separate additional payment for Developer’s effort to make such changes.
- Rights To Know-How
Developers may incorporate into the business solutions being developed for Client various pre-existing development tools, routines, subroutines, programs, data, or materials (Know-How). The client agrees that Developer retains all rights, title, and interest, including all copyright, patent, and trade secret rights to that Know-How.
- Limitations of Remedies
The developer shall not, under any circumstances, be liable to Client for consequential, indirect, incidental, special, punitive, or exemplary damages or losses arising out of or related to this agreement, even if Developer is advised of the likelihood of such damages occurring.
Developer’s cumulative liability for any damages arising out of or in any manner related to this agreement (including, but not limited to, claims for breach of contract, breach of warranty, negligence, strict liability, or tort) shall be limited to the amount of the fee paid by Client to Developer under this agreement.
- Force Majeure
Neither party shall be liable for any loss or delay resulting from any force majeure event, including acts of God, fire, natural disaster, labor stoppage, war or military hostilities, or inability of carriers to make scheduled deliveries, and any payment or delivery date shall be extended to the extent of any delay resulting from any force majeure event.
- Binding Arbitration
This agreement shall be governed by the laws of the Surat, Gujarat, India. Any dispute which cannot be resolved through good-faith negotiation shall be subject to the ruling of an independent arbitrator, whose ruling shall be considered final and binding on both parties.
The Client agrees to indemnify and hold the Developer harmless against any and all claims of loss or damage without limitation except in cases of wilful misconduct or gross negligence.
Final product designs are submitted to the Client “as-is”, without any granted or implied warranty.
The Developer agrees to support the Client for deployed source code for 1 month from the signoff. This includes fixing bugs, an imperfection that is part of the scope.
- Governing law
The clients understand the legal compliances of nations where the client is located and the developer and accept to adhere to all taxation, legal framework of the countries.
The Developer and Client agree to enter into this product development agreement with one another, to execute their respective roles in good faith, and to uphold the entire terms of this agreement.
Last updated: 01 Mar 2020