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This Agreement (“Agreement”) constitutes a binding document between Citta Solutions Private Limited (CSPL) (hereinafter referred to as “Citta”) and the Client (Citta and Client are individually and collectively referred to as “Party” and “Parties” respectively) and the terms and conditions under this Agreement shall supersede any other verbal or written understanding between the Parties.
2. Customer will issue a purchase order or signed contract accepting Citta’s proposal and terms. In case due to any reason customer is not able to make 100% payment in advance than the remaining amount shall be paid through PDC cheques along with the PO.
3. The Agreement: This Agreement shall constitute the entire understanding between Citta 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 if it is in writing and signed by a director of Citta. Work on services shall commence only after clearance of cheque / pay order. Project shall be completed in 90-120 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. Citta shall not be held responsible for any delay in the timeline of project competition, at any stage, due to any reason attributable to the Client. Citta 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 the CLIENT.
4. Software Systems: Citta software system(s) ("the System") consists of a pre-written program application package, with complete description and documentation as appropriate. Citta believes that the System(s) being furnished are accurate, reliable and accomplishes the results set out in the current application software description. Citta 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 reserves the right to add/modify/discontinue any of the features offered with a service.
5. Non-Specific Equipment Users: Citta reserves the right to make changes 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.(ii) Client personnel not being trained by Citta or its appointed agents to use the System.
6. Title to Software: Title to the ownership of the System(s) shall remain with Citta. The System must not be copied (save for one back up), reproduced or in any way distributed without permission in writing from Citta signed by a director of Citta.
7. Equipment :(i) The use of the System is specifically restricted to the computer equipment approved by Citta. Any change in the equipment on which the System(s) is to operate must be notified to Citta 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.
8. 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, cannot be sub-licensed, 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.
9. Confidentiality: All information or data passed by the Client to Citta and any results arising there from, which are of a confidential nature will be treated as such and Citta will use all reasonable endeavor to ensure that such information or data is not divulged to any third party without the Client's authority.
10. Modifications to System: No modifications shall be made to the System except with the consent in writing of Citta and using the software tools made available by Citta intended to allow the Client to customize the reporting, analysis and printing functions of the System.
11. Warranty on System: The System will remain under warranty for one year from the date of deployment. 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 warrants that the System(s) will be capable of operating in conformity with the current application software description. Citta undertakes to use all reasonable endeavors to rectify any errors caused by the fault of Citta, if such defect is notified in writing to Citta 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 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.
12. 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 exorbitant and serious consequences. (ii) Citta 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 reserves the right to withdraw support if the Client executes any SQL commands without the prior approval of Citta. (iii) Citta reserves the right to charge for any work done to correct its database where any alteration 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 cannot guarantee the database in question, will remain free from defect.
13. License Fee for SaaS: Citta 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.
14. Technical Support: (i) Citta will use all reasonable endeavors to provide a software support service at no additional cost to the Client. During the period when support available between is in effect, Citta will make available an e-mail and voice message based support service between the hours of 10am GMT to 6pm EST Monday to Friday with the exception of public and company holidays.(ii) The help-line shall be available to any duly instructed employee of the Client who holds a user certificate issued by Citta (or an agent thereof) so long as the Client has paid the appropriate license fee and any other non-disputed invoices from Citta 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 respond to all calls from Citta, failing which the delivery of the agreed services may be affected.
15. Periodic Software Updates: Citta 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 redesigns/ alters/make modifications in the System.
16. Obligations : (i) Except for the express warranties set out under this agreement or where liability may not be legally excluded, Citta 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 and the Client, the Client and any other part of Citta and any other party.
17. (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, labor disputes, labor 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) The Client unconditionally acknowledges and accepts to indemnify Citta 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. The Client undertakes the sole responsibility to take necessary actions under such circumstances. This means that the Client is entirely responsible for all content that is present on the website, posted or transmitted via the services. Client is responsible for ensuring that material on the 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.
18. Client will pay the 100% amount if the delay of more than 30 days happens due to no response/delay in reverts from client end/change in process/change in management/change in user etc.
19. Payment Terms: AMC (Annual Maintenance Contract) will applicable after 6 month of installation/deployment at 10% of the order value. 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 current rate. All fees are due for payment within 30 days, unless otherwise agreed in writing between Citta 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 and the Client. Invoices or Pro-forma invoices may be issued in advance if 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 or its appointed agents within the above stated periods will entitle Citta to withhold all services until said invoice is paid. Citta also reserves the right to charge a late payment fee for non-disputed invoices.
20. Proforma Invoice of 100% order value will be generated immediately. Against each payment a money receipt will be provided and on final payment the final Invoice of the total order value will be generated. The payment, once made, is non- refundable under any circumstances.
21. Termination : If any sum payable to Citta 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 terms of this Agreement 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 may, without prejudice to any of its other rights, forthwith terminate the contract in writing to the Client.
22. 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.
23. Cancellation: An order once accepted by Citta is binding on the Client, and in the event of cancellation Citta 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 of written notice of cancellation. Refund of any amount is at the sole discretion of Citta.
24. General and Arbitration: Ownership of source code would remain to “Citta”. The source code cannot be redistributed to any one for any purpose / circumstance. It's subjective to IT Act. The Client hereby undertakes not to make an offer of employment or any financial inducement to any employee of Citta or its appointed agents during the course of the contract with Citta or during a period of six months after its termination.
25. Unless otherwise specified in writing by the Client, Citta 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 shall be subjected to the provisions of Information Technology Act, 2000.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 an arbitrator conducted in accordance with the provisions of Arbitration and Conciliation Act, 1996. The venue of arbitration shall be Ahmedabad. The arbitration proceedings shall be conducted and the award shall be made in English language. The decision of the arbitrator shall be a reasoned award and shall be final and binding upon both Parties.
26. 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 the Client’s responsibility as a user to refer to the terms on accessing the services. Changes made by Citta will be deemed to have been accepted, if the Client continues to use the services thereafter.
27. Services will be rendered only if the AMC charges are being paid regularly.
28. 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 of 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. All Delivery dates given by us are in good faith but Citta will not accept any liability to the customer for any delay in delivery due to any reason. The Amount mentioned inclusive of GST and exclusive any other charges like Hardware, Server, Integration and any other charges. Detailed Terms and Conditions mentioned in the proposal. The payment shall become due within 10 days of invoice Issue date. All disputes are subject to Ahmedabad Jurisdiction only.
29. Services Delivery Mode: All services will be delivered via email only.
30. Terms of Delivery: Subject to availability of customer & By Consideration of change request, new request and issues
31. Once the Payment is made, it will not be refunded or returned in any situation/Condition
32. Remitter will bear all charges of the payment, which includes the remittance amount, Standard Chartered's etc.
33. Additional Interest of 18% would be charged in case of Failure of payment on or before invoice due date
34. ALL ANNUAL CHARGES i.e.(AMC ,SERVER CHARGES,Domain,SSL,Hosting & Other Annually Applicable Charges) are mandatory and can be cancelled only on receipt of cancellation request over the email from client 30 days prior to the renewal date.
35. ANY request received from clients after the sign off of SRS will be considered as Change Request/New Request and Citta reserves the right to charge additionally for any such changes.
36. In case of any natural disaster or disease outbreak situation all the client meetings or discussions will happen through online medium like Skype/Anydesk and similar applications.