Legal

The Agreement

This agreement shall constitute the whole contract between Citta Solutions Private Limited and the Client to the exclusion of all conditions and warranties statutory or otherwise which are permitted by law to be excluded. Any variation to this agreement is only binding on Citta Solutions Private Limited if it is in writing and signed by a director of Citta Solutions Private Limited. Work on services shall commence only after clearance of cheque/pay order. Project shall be completed as per committed working days from the date of receiving PO. It is assumed that all necessary support / required information/ response/approvals from the client side will be available in time for completing the project. Project delay due to any delay form Client side will not be responsibilities of Citta Solutions. We will need a lead-time of 1 week for resource mobilization from the date of a firm PO from the client before commencement of the project. The clauses in this proposal shall be considered included in the purchase orders for services placed by THECLIENT

Software Systems

Citta Solutions Private Limited software system(s) ("the System") consists of a pre-written program application package, complete with description and documentation as appropriate. Citta Solutions Private Limited believes that the System(s) being furnished are accurate, reliable and accomplish the results set out in the current application software description. Citta Solutions Private Limited shall have no obligation to make alterations to the design of the System(s) as described except as under the terms of this agreement. Citta Solutions Private Limited reserves the right to add/modify/discontinue any of the features offered with a service.

Non-Specific Equipment Users

Citta Solutions Private Limited reserve the right to make charges for any support or service activity resulting from(i) The use of software, hardware, peripherals, consumables, media or any other item, addition or technique which is not installed approved or supplied by Citta Solutions Private Limited.(ii) Client personnel not being trained by Citta Solutions Private Limited or its appointed agents to use the System

Title to Software

Title to the ownership of the System(s) shall remain with Citta Solutions Private Limited. The System must not be copied (save for one back up), reproduced or in any way distributed without permission in writing from Citta Solutions Private Limited signed by a director of Citta Solutions Private Limited.

Equipment

(i) The use of the System is specifically restricted to the computer equipment approved by Citta Solutions Private Limited. Any change in the equipment on which the System(s) is to operate must be notified to Citta Solutions Private Limited in writing. (ii) A separate license is required for each separate computer on which the System(s) is installed, or for each simultaneously operable user who may access the System upon a separate network terminal.

Transfer

The Client agrees that granting of a license to use the system conveys to the Client only a non-exclusive license for use of the System(s), at a specific location and that this license may not be assigned, sublicensed, or otherwise transferred except that if the Client is temporarily unable to use the System because of conditions beyond the Client's control the license may be temporarily transferred to permit the Client to use the System on another computer system.

Confidentiality

All information or data passed by the Client to Citta Solutions Private Limited and any results arising there from, which are of a confidential nature will be treated as such and Citta Solutions Private Limited will use all reasonable endeavour to procure that such information or data is not divulged to any third party without the Client's authority.

Modifications to System

No modifications shall be made to the System except with the consent in writing of Citta Solutions Private Limited and using the software tools made available by Citta Solutions Private Limited intended to allow the Client to customize the reporting, analysis and printing functions of the System.

Warranty on System

All information including text & pictures to be provided by the client who should also be the legal copyright owner other same. Citta shall not be liable for any claims/damages arising out of content posted on your anticipated service.Citta Solutions Private Limited warrants that the System(s) will be capable of operating in conformity with the current application software description. Citta Solutions Private Limited undertakes to use all reasonable endeavours to rectify any errors caused by the fault of Citta Solutions Private Limited, if such defect is notified in writing to Citta Solutions Private Limited within three months of the date of installation. Any modification or attempted modification of the System(s) by the Client or any other third party shall void this warranty.Citta Solutions Private excludes any warranty, express or implied, as to the quality, accuracy, timeliness, completeness, performance, for a particular purpose of any of its contents, hosted on any of Citta Servers, unless otherwise specified in writing.

Database Amendments

(i) The System is not a simple database maintenance application and relies upon the database reflecting its internal logic, so database amendments can have far reaching and extremely serious consequences. (ii) Citta Solutions Private Limited can only provide support for the System if its database integrity remains inviolate. It is imperative that users do not execute any SQL commands on the System database or use any external tools to edit the database without first obtaining specific clearance through SYNCHRO Support. Citta Solutions Private Limited reserve the right to withdraw support if the client executes any SQL commands without the prior approval of Citta Solutions Private Limited. (iii) Citta Solutions Private Limited reserve the right to charge for any work done to correct to its database where such corruption has been caused by external influence including (but not limited to) hardware failure, software failure, or virus (or any other malicious attack). Under such circumstances Citta Solutions Private Limited cannot guarantee the database in question will remain free from defect.

License Fee

Citta Solutions Private Limited will levy an annual or quarterly license fee (per operating site). The Client shall sign a specific contract to this effect at the date of placing the initial order for the System. It is a specific condition of acquiring the System that the Client shall agree to continue to pay the license fee for so long as the Client continues using the System. Charges for subsequent years shall be as per the percentage rate, which may be higher than the current charges.

Technical Support

(i) Citta Solutions Private Limited will use all reasonable endeavours to provide a software support service at no additional cost to the Client. During the period when support available between is in effect Citta Solutions Private Limited will make available an e-mail and voice message based support service the hours of 10am GMT to 6pm EST Monday to Friday with the exception of Public and Company holidays.(ii) The helpline shall be available to any duly instructed employee of the Client who holds a user certificate issued by Citta Solutions Private Limited (or an agent thereof) so long as the Client has paid the appropriate license fee and any other non-disputed invoices from Citta Solutions Private Limited or its appointed agents.(iii) Under certain situations technical support requires direct control over a computer that has access to the software's database. This access is normally provided by a remote desktop connection. It is a specific condition of technical support that a remote link be setup to allow this type of access. Due to international time zones this access may have to be available at unattended times.In order to ensure excellent customer services, your calls may be monitored or recorded.“We strongly recommend you to respond to all the Calls from Citta, failing which the delivery of the agreed services may be affected.”

Periodic Software Updates

Citta Solutions Private Limited will at its discretion provide software updates. Such updates will contain a range of amendments to the package based upon either customer requests during the previous year or upon Citta Solutions Private Limited design work.

Obligations

(i) Except for the express warranties set out under this agreement or where liability may not be legally excluded Citta Solutions Private Limited will not be under any liability whether in contract loss or otherwise in respect of any consequential damage loss or injury arising out of or in connection with the use of the System or its performance or the failure to supply any equipment or services or any defects in the same whether arising from any suit between Citta Solutions Private Limited and the Client, the Client and any other part of Citta Solutions Private Limited and any other party.(ii) Neither party shall be liable for any failure to perform or delay in performance of its obligations hereunder, caused by circumstances beyond its reasonable control including but not limited to fire, storm, flood, earthquake, accident, act of public enemy, war, rebellion, insurrections, labour disputes, labour shortages, transportation embargoes, inability to secure raw materials or machinery for the manufacture of equipment or the development of the System, Act of God, Act of Government or any agency thereof, judicial action and any other such external circumstances, provided that the party seeking to rely on this clause shall have given due notice of the circumstances and probable duration to the other party.(iii) You indemnify Citta Solutions Private Limited of all claims, conflicts or legal proceedings arising out of all information, date, text, software, music, sound, photographs, graphics, videos, messages or any other material(“content”) posted on the website or privately transmitted. You undertake the sole responsibility to take necessary actions under such circumstances. This means that you, and Citta, are entirely responsible for all content that is present on your website, posted or transmitted via the services. Client is responsible for ensuring that material on your site (hosted by Citta) complies with International and National Laws. Corporate Profile /Contents/Video and Graphics, prepared by third party agencies will be a compilation of information of your organization, and shall not be a credit rating.

Payment Terms

AMC (Annual Maintenance Contract) shall be availed of post warranty period. It includes bug fixing and minor operation enhancement. Annual (or quarterly) license fees are payable immediately upon loading of the software upon the Client's computer hardware and on each anniversary of this date as long as the Client continues to use the software. All fees are quoted exclusive of GST, Sales, Purchase, or any other statutory taxes in force at the date of delivery or acceptance. GST and any other statutory tax will be added to each invoice issued at the then current rate. All fees are due for payment within 30 days, unless otherwise agreed in writing between Citta Solutions Private Limited and the Client.All Other Charges incurred for consulting work, system design, programming, report writing, data conversion, and installation, and where agreed beforehand, expenses incurred in travelling and local accommodation, will be invoiced monthly for settlement within 30 days, unless otherwise agreed in writing between Citta Solutions Private Limited and the Client. Invoices or Pro-forma invoices may be issued in advance no line of credit can be established. It is a requirement that any creation or modification of system reports and/or any programming work be inspected within 10 working days of delivery (quoted terms may vary). If fault is found outside this period we reserve the right to charge for correction and /or modification.Failure to pay any non-disputed invoices from Citta Solutions Private Limited or its appointed agents within the above stated periods will entitle Citta Solutions Private Limited to withhold all services until said invoice is paid. Citta Solutions Private Limited also reserves the right to charge a late payment fee for non-disputed invoices.

Termination

If any sum payable to Citta Solutions Private Limited under the terms of this agreement or for any other services supplied is unpaid for fourteen days after it has become due or if there are any other breaches of the contract on the part of the Client or if the Client be adjudged bankrupt, make an assignment or composition with its creditors, or being a company, go into liquidation, or have a receiver or manager of its business or undertaking appointed, then Citta Solutions Private Limited may, without prejudice to any of its other rights, forthwith terminate the contract in writing to the Client.

Quotations

Prices quoted for commercial application software and services submitted to the Client are valid for a period of 30 days from date of the quotation, unless otherwise stated in the quotation under the signature of a Director of Citta Solutions Private Limited.

Cancellation

An order once accepted by Citta Solutions Private Limited is binding on the Client, and in the event of cancellation Citta Solutions Private Limited reserves the right to charge for any work done and for any equipment or services provided (including any costs incurred for the purpose of the order) prior to the date of receipt by Citta Solutions Private Limited of written notice of cancellation. Refund of any amount is at the sole discretion of the Citta Solutions Private Limited.

General and Arbitration

Ownership of source code would remain to “Citta Solutions Private Limited”. The source code cannot be redistributing to any one for any purpose/circumstance. It’s subjective to legal IT Act. The Client hereby undertakes not to make an offer of employment or any financial inducement to any employee of Citta Solutions Private Limited or its appointed agents during the course of the contract with Citta Solutions Private Limited or during a period of six months after its termination. Unless otherwise specified in writing by the Client, Citta Solutions Private Limited will have the right to use the Client's name and company logo on publicity material together with the name of the type of application involved. A contract with Citta Solutions Private Limited shall be considered as a contract made in India and subject to legal IT Act .Differences between Citta Solutions Private Limited and the Client arising out of this contract shall (except where by its terms Citta Solutions Private Limited's decision is to be final and binding) be referred to the arbitration of two persons or their umpire in accordance with the provisions of the arbitration act in force at the start of this contract. Any dispute arising under or by virtue of this Agreement or any difference of opinion between the Parties hereto concerning their rights and obligations under this Agreement shall be settled amicably, failing which such dispute or difference of opinion shall be referred to arbitration conducted in accordance with the Arbitration and Conciliation Act, 1996. Each Party shall be entitled to nominate one arbitrator and the two (2) arbitrators so appointed shall nominate the third arbitrator who shall act as an umpire. The venue of arbitration shall be Ahmadabad. The arbitration proceedings shall be conducted and the award shall be made in English language. The decision of the arbitrator(s) shall be a reasoned award and shall be final and binding upon both Parties.

Citta reserves the right to add or change the above terms and conditions as and when required without giving any prior notice or assigning any reasons thereof and it is your responsibility as a user to refer to the terms on accessing this services. Changes made by us will be deemed to have been accepted, if you continue to use the services thereafter.