Terms and Agreements
Short Terms Used
"Code E-Shop" means Code E-Shop Company.
"Customization" means those services by which functionality / features are added to a product that is not included in a product's initial / base installation and are done or intended to meet the customer's specific needs.
"Software" means the software ( given code ) which is licensed to you by Code E-Shop under the given terms and conditions of a Code E-Shop Software License Agreement.
"Module" means the custom add-on ( extension / plugin / module ) which Code E-Shop will develop and provide to you in accordance with this policy and the Order Form.
'Order Form' means an (electronic or hard copy) order form, accepted by Code E-Shop, by which you ordered the requirement of Module to be developed and supplied by Code E-Shop and which sets out the details, specifications and parameters of the custom module ( customization ) to be supplied.
"Licensee" means the Customer / User
Please read the given below terms and conditions carefully, as they set out the Code E-Shop and Licensee legal rights and obligations regarding Code E-Shop's services
Services
Deliver a custom or concept based conversion design service, according to customer given requirements.
Keeping the client informed for the project's progress and development within the time allowed for or taken by a process agreed between Code E-Shop and the client.
Offer the client access to a demo server or working video demonstration during the distribution and acceptance process
Make any changes to the design as described in the requirement for delivery and acceptance, as noted below.
Prepare the design and deliver it for the customer to install.
Delivery and acceptance
Code E-Shop will use all reasonable efforts to deliver the project on or before the agreed delivery date to the customer for acceptance testing. The customer shall carry out the acceptance tests through an online demo server ( or client server ) during the acceptance period to determine:
The concept conforms to the original requirements as outlined in the Customers Proposal / Specification document in all material respects
Whether the design given have any flaws.
If the design does not meet the previously mentioned acceptance criteria, the customer will send a written notice to Code E-Shop via email within the duration of 7 days detailing the respect(s) in which the Licensee thinks design does not meet the acceptance criteria.
Code E-Shop will then complete the steps below.
Code E-Shop will review the customer's given feedback regarding the defects in conjunction with the original design requirements and will modify the design in such a way that it will meets the acceptance criteria within a new timeframe being agreed with the customer. Customer will be bound to give time as per discussed between both parties Code E-Shop and Customer for fixing for asked defects.
The design shall be considered to have been approved by the customer unless the customer notifies any defects during the delivery of the plugin and in the acceptance phase or the customer publishes the design after Code E-Shop has submitted the design to the customer.
Charges and Payment
Code E-Shop does not charge more than the previously negotiated number, unless the customer has changed any of the job requirements since the agreement. Code E-Shop can not, without prior written permission from the customer, make adjustments to the requirements of the work which would increase the cost of agreed requirement.
Before the project begins Customer have to deposit a 50 per cent amount, payable by the customer to Code E-Shop. The customer will pay the final 50 per cent of the payment before the design is released and after the terms of delivery and acceptance have been met.
Invoices for the above calculated charges and payments will be processed and payable via paypal.com
Proposals and Offers
Code E-Shop 's offers and proposals to potential customers should be confidential, and remain Code E-Shop 's property. Such offers and proposals or the information found therein shall not be passed on to third parties or disseminated publicly without Code E-Shop 's prior written authorisation. This includes, but is not limited to the functionality, aspects of the design, technical features and pricing information.
Supply of Materials
The customer shall supply all the materials and information needed for Code E-Shop in order to complete the work according to the specification that both parties agreed upon. Such materials may include written document, photographs, logos and other printed materials, but are not limited to. Where the failure of the customers to supply such materials leads to a delay in completing the work, Code E-Shop is entitled to extend the deadlines by a reasonable amount, in the previously agreed deadlines for completing the Work.
Client's warranty over intellectual property rights
The Customer shall obtain all required permits and authorities for the use of all copies, registered company logos, names and trademarks, graphic images or any other material which it supplies to Code E-Shop for inclusion in the Web design project.
The conclusion of a contract between Code E-Shop and the Licensee shall be considered as a guarantee to Code E-Shop by the Licensee that all such permissions and authorities have been obtained and that the incorporation of such material into the Web design project would not be constituted as a criminal offence.
By agreeing to these terms and conditions, the Customer removes Code E-Shop's legal responsibility and indemnifies the same from any claims or legal actions however relating to and from the Customer's website content.
Right to Terminate
Code E-Shop reserves the right to reject or cancel or forfeit a contract without advance notice if it is suspected that it is unethical, immoral or otherwise inappropriate for the Customer / Licensee or their Website or content.
Intellectual Property Rights
Code E-Shop undertakes, subject to full payment of the Charges, not to design or participate in the design or creation, in any design, web application or web page with the appearance and feel of which is:
(a) identical to the look and feel of the Website; or
(b) substantially similar to the look and feel of the Website.
Events Beyond Control of Code E-Shop
Code E-Shop is not liable for any breach of contract where such kind of breach was caused by software, hardware or electrical failure, natural events such as fire or other events beyond Code E-Shop 's control.
Consequential Loss
Code E-Shop will not be liable under any circumstances for financial or other loss or damage caused by the failure or use or misuse of its software or when accessing the customers website. The Client will ensure that data is periodically backed up on their server and that a contingency plan is in place to mitigate potential losses arising from software failure or access to the database.
Jurisdiction
This Agreement shall be regulated by the Indian laws which shall assert venue and jurisdiction for any of the legal action or allegation arising out of the Code E-Shop-Client contract. Under any said contract is invalid where the law forbids it.
Change of Terms and Conditions
Code E-Shop reserves the right to change the terms & conditions outlined in this document immediately and effectively. The customer will be informed of the revisions as and when they are issued.
Customization Policy
1. Short Terms Used
Same as mentioned above in heading "Short Terms Used".
2. Module Development
All customization services and module use are subject to the terms and conditions of Code E-Shop 's Software License Agreement, found on Code E-Shop 's website, and are also subject to the terms and conditions set out in the order form, as well as the customization parameters. No other customization services will be provided unless you and Code E-Shop have expressly agreed in writing to do so, signed by your and Code E-Shop authorized representatives.
3. Customization Services
Customization services will be provided in accordance with the terms of the order form and subject to the conditions laid down in the order form including full payment of all fees and adherence to all time limits and scheduling restrictions. If expressly stated on the order form, you are subject to acceptance by the Customization Services and Module, in accordance with the acceptance criteria set out in the order form.
If expressly stated on the order form, you are subject to acceptance by the customization services and modules in accordance with the acceptance criteria set out in the order form.
Where no acceptance criteria are specified on the order form, acceptance shall be deemed to occur at the earliest of:
- Completion of the criteria of admission,
- Completion of the Customisation Services by Code E-Shop and written notice of such completion to you,
Your use of the Module in a test environment other than.
Notwithstanding the foregoing, if acceptance testing, delivery or completion for reasons not related to Code E-Shop 's performance is delayed by thirty ( 30 ) days or more, you must pay the value of any milestone contingent upon acceptance. These acceptance does not negate any warranty privileges, as set out herein, that you may have in respect of the Module. You are solely responsible for preparing your facilities and equipment for installation of the Module, where applicable.
Code E-Shop will make reasonable efforts to accommodate your time and deadline requirements with respect to the performance of Customization Services; however, meeting such requirements is subject to availability of resources, both human and equipment at the time of your request and is dependent on your availability to provide input and to perform necessary actions. Code E-Shop shall not be liable in any way for any delay or damage arising from Code E-Shop’s failure to meet such of your requirements or any deadlines.
Any modifications to the Configuration Services or Module Specifications after execution of the Order Form will be subject to a reassessment of costs and delivery, and a written change order or re-quote that you and Code E-Shop have accepted in writing. Code E-Shop reserves the right to make adjustments to the architecture of its Modules without the requirement to make the Module equivalent.
Any changes to the Configuration Services or Module Specifications after execution of the Order Form will be subject to a reassessment of costs and delivery, and a written change order or re-quote decided in writing by you and Code E-Shop. Code E-Shop reserves the right to make adjustments to its Program design without having to make similar changes to the Module.
If, pursuant to your request, Code E-Shop reviews drawings and documents prepared by others in connection with the Customization Services, including your personnel and other consultants, contractors, and suppliers, Code E-Shop’s review of such drawings and documents shall be only to confirm general compliance with the intent of the design and information given, and shall not constitute acceptance by Code E-Shop of any responsibility for correctness of specifications or details of such drawings and documentation.
Code E-Shop shall be entitled, in connection with the work of Code E-Shop hereunder, to rely on all information provided and decisions and approvals made by you. You agree that Code E-Shop and its staff shall not be held liable or bear any costs relating to the Customization Services insofar as such liability and costs are attributable to any information you provide that is not complete, accurate or current in all material respects.
The Module, and all parts thereof, shall at all times be treated as Software licensed to you under the terms and conditions of the Licence Agreement.
4. Term and Termination
The word, if any, of the Development Services shall be as specified on the order form.
Code E-Shop may terminate customization services forthwith upon notification for cause if:
you materially breach any agreement entered between you and Code E-Shop, including Code E-Shop’s Licence Agreement and/or any User / software license agreement relating to Code E-Shop’s products (or you consistently fail to properly perform and observe your obligations under such agreements or any applicable Code E-Shop Software policy), and you fail to rectify the situation within ten (10) calendar days of notice from Code E-Shop; or
you become insolvent, or a receiver or receiver-manager is appointed for any part of your property, or you make an assignment, proposal or arrangement for the benefit of your creditors or you file an assignment in bankruptcy, or any proceedings under any bankruptcy or insolvency laws are commenced against you.
Code E-Shop shall have the right to terminate Customization Services immediately upon notice to you, without penalty or refund, if any agreement relating to the Software is terminated for any reason.
Each party shall have the right to terminate the Development Services for convenience upon ninety (90) days’ after the notice to the other party.
Termination of the Customization Services or any agreement shall not affect your payment obligation for any Customization Services performed by Code E-Shop prior to the date of termination, regardless of whether you have had, as at the date of termination, any use of the Module or part thereof. In the event that the Customization Services are terminated prior to the delivery of the Module to you, Code E-Shop shall not be obligated to deliver any work-in-progress or any portion of the Module to you, unless otherwise expressly agreed by the parties and given in writing.
5. Fees
You shall pay fees for the Customization Services and Module license in accordance with the fee schedule set forth / given in the Order Form. Code E-Shop shall submit invoices to you for all fees and payments due, including applicable expenses, on a monthly basis in arrears. You shall pay to Code E-Shop the full amount of each invoice received from Code E-Shop within seven (7) days of receipt of the invoice. All invoices shall detail the nature of the Customization Services performed, the fees payable, and the basis on which the calculation are made for the fees.
You are responsible for, and shall pay all taxes relating to the Customization Services and the Module. Unless otherwise indicated, all amounts payable by you under an Order Form are exclusive of any tax, duty, levy, or similar government charge that may be assessed by any jurisdiction, whether based on gross revenue, the delivery, possession or use of the Module, other Software or Customization Services, or otherwise.
If you fail to pay any amount due within thirty (30) days of such payment becoming due and payable, in addition to any other rights and remedies available to Code E-Shop, Code E-Shop shall be entitled to charge interest on all outstanding amounts at the lesser of 18% per annum or the maximum rate permitted by the law, such interest commencing as of the due date for such payment. You shall also be held responsible for paying for all reasonable fees and costs incurred by Code E-Shop, including legal fees, in collecting any overdue amounts or enforcing any provision of any agreement entered into between you and Code E-Shop.
Pricing is subject to Code E-Shop’s understanding of the project requirements, the terms of this policy and the Order Form. Code E-Shop reserves the right to invoice you for additional Customization Services requested by you, or that are required based on incomplete details or specifications provided by you, that are not specified in the Order Form but are provided by Code E-Shop to you, provided that Code E-Shop provides you with notice that such additional Customization Services are not included in the Order Form and are subject to Code E-Shop’s then current time and materials fee schedule for such Customization Services. Invoices for such additional Customization Services shall be subject to payment in accordance with this Section.
6. Intellectual Property Rights
Code E-Shop shall own all intellectual property rights (whether or not patentable or registrable under copyright, trade-mark or similar legislation or subject to analogous protection) in and to the Module, and all work conceived, created, invented, produced, designed or reduced to practice by Code E-Shop and its personnel as a result of or with respect to any and all Customization Services provided to you. Your rights and obligations relating to the use of the Module shall be governed by the terms of the applicable Code E-Shop Software License Agreement regardless of whether you may have contributed to any Module in any way. The foregoing shall not be deemed to transfer ownership to Code E-Shop of any pre-existing intellectual property rights that you may have in the materials that you provide to Code E-Shop in order to permit Code E-Shop to perform the Customization Services; however, to the extent that you have provided such materials to Code E-Shop, you hereby grant Code E-Shop a non-exclusive, non-transferable, royalty-free license to use all such materials for the purposes of performing the Customization Services and providing you with the Module.
7. Limited Warranty and Limitation of Liability
Limited Warranty: Code E-Shop warrants that all services that are provided by Code E-Shop shall be provided in a competent, professional manner by persons who are fully trained and qualified to perform the Customization Services. Code E-Shop does not represent or warrant that the Customization Services or Module provided hereunder will be capable of achieving a particular result for your business, or that the operation of the Module will be error free or uninterrupted, or that all errors in the Module can be found or corrected, although Code E-Shop shall use whatever commercially reasonable efforts to do so. Without limiting the foregoing, this warranty is valid only for the six (6) months following the acceptance date as set forth in Section 3(b). The above warranty shall not apply to defects or non-conformities resulting from:
improper or inadequate maintenance or installation of the Module
use of the Module in combination with software, interfaces, or other materials that are not supplied or specifically authorized by Code E-Shop, unauthorized or improper use or modification of the Module, including use that is not contemplated in the Order Form or instructions provided by Code E-Shop, abuse, negligence, accident, or other damage from external sources, or improper preparation of your facilities or equipment for installation and use or the Module.
Limitation of Liability:
save as otherwise provided in a written agreement between you and Code E-Shop, and to the maximum extent permitted by applicable law, Code E-Shop makes no warranty or condition, express or implied, statutory or otherwise, with respect to the module or the Customization services, including, without limitation, the implied warranties or conditions of merchantability and fitness for a particular purpose.
in no event shall Code E-Shop be liable to you or any other person for any indirect, exemplary, special, punitive, consequential or incidental damages (including without limitation, damages for loss of revenues or profits, loss of business information, business interruption, and the like) arising out of the use, inability to use or the performance or non-performance of, the module or the provision of the Customization services, even if Code E-Shop has been advised of the possibility of such damage or claim, or it is as foreseeable.
In no event shall Code E-Shop’s maximum aggregate liability to you for direct damages exceed the total amount paid by you for the Customization services performed by Code E-Shop within the six (6) months preceding the date on which the claim arose.
8. General Terms and Conditions
As Code E-Shop is primarily a plugin, extension and app development company and its main focus is on constant plugin / extension / app development fulfilling various latest requirements and keeping up with the latest trends, Code E-Shop has all the right to release the same customized plugin as a new plugin in future to be available to all its customers. The same may include fewer or every feature of the customisation. Code E-Shop reserve all the rights to do the same as the customisation done for the client is Intellectual property of Code E-Shop.
The customization undertaken by Code E-Shop would be identical to the discussed requirements, and would not include any sort of additional changes or alterations. In case of any additional changes or alterations would be considered as a separate project and would be charged separately.
Code E-Shop would be providing customization support for only one month from the delivery of the project. For any further support extended to you, the same shall be charged separately which includes specifically any further help or bug / error fix.
The cost of customization doesn’t include the cost of extension installation or exchange of the extension, if it has not been specifically quoted within the project cost and mentioned clearly beforehand.
During the project customization, you are ought not to edit or change any of the files and it is also advisable to have a backup every-time a change is made at your end. If you, on your own, are making certain changes, it is advisable to back up the files, folder and database. Before doing anything on your own, you need to inform Code E-Shop if Code E-Shop is working on the project or your support period is subsisting ( maintain or support oneself, especially at a minimal level ).
The customization charge will include a single template. Any time during or after the customization if you change the template, you shall be wholly and solely liable for any loss or damage emanating from the same. Code E-Shop will not be responsible for any loss or damage done due to the same.
All the communication will take place through Code E-Shop’s help desk system only or in mail ( contact@codeeshop.com ). If the need arises, the issues can be discussed via Skype once in week or month. Code E-Shop does not allow screen sharing and remote desktop.
Customization cost will not include any free consulting beyond the scope of the project.
If while making any changes by yourself or by your team, something gets damaged, then Code E-Shop will not be responsible for it. This includes any issues faced by you for your own fault even during the support period of the module or project.
Code E-Shop will not be responsible for any damages during the customization. It is advised that you must have a properly well backup management system deployed.
The terms and conditions of this Policy shall be governed by the Indian Laws, and the courts in Delhi alone shall only have exclusive jurisdiction to resolve / adjudicate upon any disputes.
If any dispute arises between Code E-Shop and you/Licensee at any time, in connection with the validity, implementation, interpretation or alleged breach of any provision of this Agreement, the same shall be referred to a sole Arbitrator who shall be an independent and neutral third party appointed exclusively by Code E-Shop. You shall not object to the appointment of the Arbitrator so appointed by Code E-Shop. The place of arbitration shall be Delhi, India. The Arbitration & Conciliation Act, 1996 as amended by The Arbitration & Conciliation (Amendment) Act, 2015, shall govern the arbitration proceedings. The arbitration proceedings shall be held in the English language.