Terms and Conditions
1. Introduction
These Terms and Conditions ("Terms") govern the use of the software development services ("Services") provided by NBSOFT PRIVATE LIMITED ("Company", "we", "us", or "our") to the client ("Client", "you", or "your"). By engaging our Services, you agree to be bound by these Terms. If you do not agree to these Terms, please do not use our Services.
2. Services
2.1 Scope of Services
The Company agrees to provide software development services as detailed in the project proposal, quotation, or contract agreement.
2.2 Modifications to Services
Any modifications or additional work outside the scope of the initial agreement may be subject to additional fees and a revised timeline.
2.3 Delivery
The Company will deliver the Services within the agreed timeframe. However, the Company is not liable for delays caused by factors beyond our control, including but not limited to third-party software or services, Client delays, or unforeseen technical issues.
3. Client Responsibilities
3.1 Provision of Information
The Client agrees to provide all necessary information, access, and resources required by the Company to perform the Services.
3.2 Approval and Feedback
The Client agrees to review and approve deliverables in a timely manner. Any delays in providing feedback may affect the project timeline.
3.3 Compliance
The Client agrees to comply with all applicable laws and regulations related to the software and its use.
4. Payment Terms
4.1 Fees
The Client agrees to pay the fees as outlined in the project proposal or contract agreement. All payments are due as per the agreed payment schedule.
4.2 Late Payments
In the event of late payments, the Company reserves the right to suspend Services until payment is received.
4.3 Expenses
Any expenses incurred by the Company on behalf of the Client will be reimbursed by the Client upon presentation of receipts or other documentation.
5. Intellectual Property
5.1 Ownership
Upon full payment, the Client will own the intellectual property rights to the software developed under this agreement. However, the Company retains the right to use any generic components, libraries, or tools developed during the project for other purposes.
5.2 Third-Party Components
The use of any third-party components, libraries, or software may be subject to separate licenses and fees, which the Client agrees to comply with.
6. Confidentiality
6.1 Confidential Information
Both parties agree to keep all confidential information shared during the project strictly confidential and not to disclose it to any third party without prior written consent.
6.2 Exclusions
Confidential information does not include information that is publicly available, independently developed by the receiving party, or required to be disclosed by law.
7. Warranties and Liability
7.1 Warranties
The Company warrants that the Services will be performed in a professional and workmanlike manner. However, the Company does not warrant that the software will be error-free or meet all of the Client’s requirements.
7.2 Limitation of Liability
The Company’s total liability under this agreement, whether in contract, tort, or otherwise, shall not exceed the total amount paid by the Client for the Services. The Company shall not be liable for any indirect, incidental, or consequential damages.
8. Termination
8.1 Termination by Client
The Client may terminate the agreement at any time by providing written notice. The Client will be responsible for payment of all work completed up to the date of termination.
8.2 Termination by Company
The Company may terminate the agreement if the Client fails to make payment or breaches any other term of this agreement. The Company may also terminate the agreement if the project is suspended or delayed by the Client for more than 30 days.
8.3 Effect of Termination
Upon termination, the Client will receive all completed deliverables and will be responsible for any remaining payments.
9. Governing Law
These Terms shall be governed by and construed in accordance with the laws of [Your Jurisdiction], without regard to its conflict of law provisions.
10. Dispute Resolution
10.1 Mediation
In the event of a dispute, the parties agree to first attempt to resolve the matter through mediation.
10.2 Arbitration
If mediation fails, the dispute will be resolved through binding arbitration under the rules of the Indian Council of Arbitration (ICA) in Jaipur, Rajasthan, India.
11. Amendments
The Company reserves the right to amend these Terms at any time. Any amendments will be effective upon posting on the Company’s website or otherwise providing notice to the Client.
12. Entire Agreement
These Terms, along with any project proposal, quotation, or contract, constitute the entire agreement between the Company and the Client and supersede all prior agreements or understandings.