- Managed Services
Please read the terms carefully
This Professional Services Agreement (“Agreement”) is entered into as of the Effective Date set forth above (“Effective Date”) by and between Zetabyte Solutions Private Limited (“Zetabyte”), a company incorporated under the Companies Act, 1956 and having its registered office at 201, Satyam CHS, Surya Nagar, Vitawa, Kalwa, Thane (West) and the Client (“Client”) at the address setforth above (“Address”). This Agreement includes this Signature Page and the Statement of Work (“SOW”), attached hereto and incorporated as an integral part of this Agreement.
This Agreement sets forth the terms and conditions pursuant to which Zetabyte shall provide certain professional services and other materials for the benefit of Client.
In consideration of the mutual covenants and promises set forth below, the parties agree as follows:
1.1 “Statement of Work” or “SOW” states the Services to be performed.
1.2 “Services” means all the professional services to be performed by Zetabyte, as per the terms of this Agreement and Scope of the Project
1.3 “Deliverable/s” means the work product, result or deliverable to be produced by Zetabyte for Client through the performance of Services.
1.4 “Project” means the type and extent of professional services and related Deliverables to be provided to Client as further set forth in the Project Description portion of the SOW.
1.5 “Company” means Zetabyte Solutions Private Limited
1.6 “Client” means the person / organization that requests the services from the Company.
This Agreement will commence on the Effective Date and will continue in full force for so long as a Statement of Work is in effect and has not been completed and the term shall be of perpetual nature, unless terminated earlier as provided in this Agreement. The Company reserves the right to implement and thereby intimate the Client of any annual rate adjustments in the pricing structure as per standard fluctuations.
This agreement covers the scope of the following services provided by Zetabyte to the Client and/or any other IT related services as defined in the SOW. Web technology related services in the form of domains, hosting, virtual & dedicated server machines, digital signatures, cloud computing, administration, maintenance; System design & development services like web designing, web applications development & deployment, software development, & testing; Internet advertising & marketing solutions in the form of
search engines optimization, social media marketing, pay per click, gateway setups and/or related techniques; IT consultancy services in the form of business process outsourcing, business process automation, software environment implementation, networking services, system sales, services & maintenance; Media services like brand management, corporate identities, advertising & marketing services. Each SOW shall refer to and incorporate by reference this Agreement and shall be binding on the parties only if signed by both Zetabyte and Client. Each SOW shall include the following;
• Project Description,
• Project Scope: Services and/or Functional Scope, Project Location,
• Project Timelines: Start date & Completion date, Service duration
• Project Fees & Payment Terms
ii. The Client agrees unconditionally that any user data content in the form of texts, graphics, photos, designs, concepts, logos, trademarks provided to the Company for inclusion in the System are owned by the Client, or that the Client holds the required permissions from the rightful owner of the content,
iii. to use each of these elements and will hold harmless, protect, indemnify and defend the Company and its resources from any liabilities arising from the use of such content provided by the Client.
iv. The Company reserves the right to assign or outsource sub-contractors in whole or as part of the Project if needed. It shall not be binding to the Company to provide any details of the same to the Client nor shall in any way the Company will share any confidential information about the Client to the sub-contractor unless and until authorized to do so by the Client.
v. Copyrights to the completed Project shall be owned by the Company. The Client will be assigned rights to use the Project as a System, once final payment under the contract and any other additional charges incurred have been paid. Rights to any third party graphics, photos, texts, designs, code snippets used in the Project are not transferred to the Client, and continue to remain the property of their respective owners. Any computer programs, source code, workup files, concepts developed by the Company for the purpose of the Project shall be owned by the Company. The Company shall reserve the right to display copies of your Project as part of its portfolio or promotional material. The application system shall contain an attribution statement with a link to the Company’s website at its bottom. The transfer of the above mentioned parameters shall be accomplished following another contract for the same and may incur additional costs depending upon the kind of requested ownership.
vi. The Company shall endeavor to complete the Project within the given timescale to the best of its ability. The Client however, agrees that the Company is not liable for any claims, losses, costs incurred or compensation due to failure to carry out services within delivery schedule.
vii. In case of general web services which include domain name registrations, digital certifications, web hosting and email hosting services, shared and/or dedicated virtual private servers, cloud computing and any such related services, the Company shall not be responsible for any errors and/or delays
viii. arising from third party service providers. The Company shall take responsibility of such services only if it provides the aforesaid services from its own web assets including dedicated servers or registration programs.
ix. Search Engine Optimization and Social Media Marketing are subject to advertising and promotional constraints which include time span and duration of the advertising and/or marketing campaigns, target audience, type of advertising, keywords, audience computer machines, bandwidth, internet connection speeds and related factors. The Company shall try its best to provide the Client with the most effective services but shall not in any way guarantee the results of the same.
THE WEB SERVICES, ASSOCIATED PRODUCT INTERFACES, SERVERS AND ANY OTHER SOFTWARE / API / SPECIFICATION / DOCUMENTATION / APPLICATION SERVICES BY ZETABYTE SOLUTIONS PRIVATE LIMITED IS PROVIDED ON ‘AS IS’ AND ‘WHERE IS’ BASIS AND WITHOUT ANY WARRANTY OF ANY KIND. BOTH PARTIES EXPRESSLY DISCLAIM ALL WARRANTIES AND/OR CONDITIONS, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES AND CONDITIONS OF MERCHANTABILITY OR SATISFACTORY QUALITY AND FITNESS FOR A PARTICULAR PURPOSE AND NON INFRINGEMENT OF ANY THIRD PARTY RIGHTS AND QUALITY/AVAILABILITY OF TECHNICAL SUPPORT. BOTH PARTIES ASSUME NO RESPONSIBILITY AND SHALL NOT BE LIABLE FOR ANY DAMAGES TO, THE USER’S COMPUTER EQUIPMENT OR OTHER PROPERTY IN CONNECTION WITH THEIR ACCESS TO, USE OF THE PROVIDED WEB SERVICES. WITHOUT LIMITING THE FOREGOING, BOTH PARTIES DO NOT REPRESENT, WARRANT OR GUARANTEE THAT (A) THE INFORMATION AVAILABLE ON OR THROUGH THE SYSTEM DESIGNED AND DEVELOPED BY ZETABYTE, ASSOCIATED PRODUCT INTERFACES OR THEIR RESPECTIVE SERVERS WILL NOT CONTAIN MATERIAL WHICH SOME INDIVIDUALS MAY DEEM OBJECTIONABLE; OR (B) THE FUNCTIONS OR SERVICES PERFORMED BY EITHER PARTY WILL BE SECURE, TIMELY, UNINTERRUPTED OR ERROR-FREE OR THAT DEFECTS IN THE PROVIDED SERVICES & ASSOCIATED PRODUCT INTERFACES WILL BE CORRECTED; OR (C) THE SERVICE WILL MEET YOUR REQUIREMENTS OR EXPECTATIONS. BOTH PARTIES MAKE NO REPRESENTATIONS OR WARRANTIES AS TO THE SUITABILITY OF THE INFORMATION, CONTENT, DATA, AND SERVICES, AVAILABLE OR WITH RESPECT TO THEIR LEGITIMACY, LEGALITY, VALIDITY, QUALITY, STABILITY, COMPLETENESS, ACCURACY OR RELIABILITY. BOTH PARTIES DO NOT ENDORSE, VERIFY OR OTHERWISE CERTIFY THE CONTENT OF ANY SUCH INFORMATION. NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED IN THIS CONTRACT, NEITHER THE COMPANY NOR ANY OF ITS EMPLOYEES WARRANTS THAT THE FUNCTIONS CONTAINED IN THE PROJECT WILL BE UNINTERRUPTED OR ERROR-FREE. THIS CONTRACT IS SUBJECT TO THANE JURISDICTION AND IN NO EVENT WILL THE COMPANY BE LIABLE TO THE CLIENT OR ANY THIRD PARTY FOR ANY DAMAGES, INCLUDING, BUT NOT LIMITED TO, SERVICE INTERRUPTIONS CAUSED BY ACTS OF GOD, OR ANY OTHER CIRCUMSTANCES BEYOND OUR REASONABLE CONTROL, ANY LOST PROFITS, LOST SAVINGS OR OTHER INCIDENTAL, CONSEQUENTIAL, PUNITIVE, OR SPECIAL DAMAGES ARISING OUT OF THE OPERATION OF OR INABILITY TO OPERATE THIS PROJECT.
Neither party shall be liable to the other for any loss or damage resulting from any cause beyond its reasonable control, hereby referred to as the “Force Majeure Event” including, but not limited to, insurrection or civil disorder, riot, war or military operations, national or local emergency, acts or directives or omissions of government or other competent authority, compliance with any statutory obligation or executive order, strike, lock-out, work stoppage, industrial disputes of any kind (whether or not involving either party’s employees), any Act of God, fire, lightning, explosion, flood, earthquake, eruption of volcano, storm, subsidence, weather of exceptional severity, equipment or facilities breakages / shortages which are being experienced by providers of telecommunications services generally, or other similar force beyond such Party’s reasonable control, and acts or omissions of persons for whom neither party is responsible. Upon occurrence of a Force Majeure Event and to the extent such occurrence interferes with either party’s performance of this Contract, such party shall be excused from performance of its obligations (other than payment obligations) during the first three months of such interference, provided that such party promptly notifies the other party and uses best efforts to avoid or remove such causes of non-performance as soon as possible.
IN NO EVENT WILL EITHER PARTY BE LIABLE TO THE OTHER PARTY FOR ANY SPECIAL, INDIRECT, ANCILLARY, INCIDENTAL, PUNITIVE, EXEMPLARY OR CONSEQUENTIAL DAMAGES, OR ANY DAMAGES RESULTING FROM LOSS OF PROFITS, ARISING OUT OF OR IN CONNECTION WITH THIS CONTRACT AND ALL ITS APPENDICES, EVEN IF THE OTHER PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
BOTH PARTIES FURTHER DISCLAIM ANY AND ALL LOSS OR LIABILITY RESULTING FROM, BUT NOT LIMITED TO (i) UNAUTHORIZED USE OR MISUSE OF THE WEB SERVICES PROVIDED BY ZETABYTE SOLUTIONS PRIAVTE LIMITED OR ANY PRODUCT INTERFACES, (ii) FORCE MAJEURE EVENTS (iii) ACCESS DELAYS OR ACCESS INTERRUPTIONS (iv) NON-DELIVERY OF DATA OR DATA MIS-DELIVERY (v) BUGS, ERRORS, OMISSIONS, OR MISSTATEMENTS IN THE DEVELOPMENT PHASE OF THE SYSTEM AND ANY AND ALL INFORMATION OR THEIR PRODUCT(S) PROVIDED UNDER THIS CONTRACT (vi) ANY ACTIONS CARRIED OUT BY EITHER PARTY AS PER THIS CONTRACT (vii) THE INTERRUPTION OF SERVICE.
BOTH PARTIES ACKNOWLEDGE THAT THE CONSIDERATION AGREED UPON BY THE PARTIES IS BASED IN PART UPON THESE LIMITATIONS, AND THAT THESE LIMITATIONS WILL APPLY NOTWITHSTANDING ANY FAILURE OF ESSENTIAL PURPOSE OF ANY REMEDY.
Either Party may terminate this Contract at any time providing a prior due notice period of thirty (30) days and acceptable justification by providing a written or electronic notice to the other party. In case of special scenarios termination is as follows;
With immediate effect, by giving written notice of the same, if the other Party is adjudged insolvent or bankrupt, or if proceedings are instituted by or against a Party seeking relief, reorganization or arrangement or compromise or settlement under any laws relating to insolvency, or seeking any assignment for the benefit of creditors, or seeking the appointment of a receiver, liquidator or trustee of a Party’s property or assets or the liquidation, dissolution or winding up of a Party’s Business.
With immediate effect by giving written notice, in the event that the either party or an Agent / Employee / Authorized Representative of either party breaches any term of this Contract, including any of its representations, warranties, covenants and agreements hereunder and has failed to cure such breach in all respects within thirty 30 days of being provided with notice of such breach.
Neither Party shall be liable to the other for damages of any sort resulting solely from terminating this Contract in accordance with its terms, unless specified otherwise.
Any and all claims, disputes, questions or controversies involving the parties arising out of or in connection with this Contract, or the execution, interpretation, validity, performance, breach or termination hereof collectively referred to as “Disputes” which cannot be finally resolved by the parties within 60 calendar days of the arising of a Dispute by amicable negotiation and conciliation shall be resolved by final and binding arbitration held in Thane in accordance with the Indian Arbitration and Conciliation Act, 1996, referred to as the “Arbitration Act”, to be conducted by a sole arbitrator to appointed by the parties, provided, however, that if the parties are unable to appoint the arbitrator by mutual consent within a period of 30 days of the dispute (or if the second arbitrator is not appointed within 15 days of the parties agreeing to have the matter referred to arbitration for settlement, the arbitrator shall be appointed by the Court in accordance with the Indian Arbitration & Conciliation Act, 1996. In connection with the arbitration proceedings, the parties hereby agree to cooperate in good faith with each other and the arbitral tribunal and to use their respective best efforts to respond promptly to any reasonable discovery demand made by such party and the arbitral tribunal. Except as otherwise required by law, the arbitration proceedings and the Award shall not be made public without the joint consent of the parties and they shall maintain the confidentiality of such proceedings. The cost of the arbitration shall be borne by the parties in accordance with the applicable provisions stipulated in the Arbitration Act.
The Company and any third party service providers who are assigned by the Company hereby agree that, except if directed by the Client, it will not in any case at any time during or after the term of this Contract, disclose any personal and confidential information provided by the Client for the purpose of the Project. Likewise, the Client agrees that it will not convey any confidential information about any aspect of the Company to another party without a prior permission from the Company or any of its authorized officers.
Subject to the provisions of this Contract, each Party will continue to independently own his/her/its intellectual property, including all patents, trademarks, trade names, domain names, service marks, copyrights, trade secrets, proprietary processes and all other forms of intellectual property. Any improvements to existing intellectual property will continue to be owned by the Party already holding such intellectual property.
Without limiting the generality of the foregoing, no commercial use rights or any licenses under any patent, patent application, copyright, trademark, know-how, trade secret, or any other intellectual proprietary rights are granted by either party to the other party, or by any disclosure of any Confidential Information under this Contract.
The Client agrees that in the course of any performance under this contract or otherwise with respect to any dealings between the Client and Zetabyte Solutions Private Limited., the Client will not infringe on any third party’s copyright, patent, trademark, trade secret or other proprietary rights or right of publicity or privacy.
BY SIGNING THIS PROFESSIONAL SERVICES AGREEMENT THE CLIENT ACKNOWLEDGES THAT THEIR PARTY HAS READ THIS AGREEMENT, FULLY UNDERSTAND IT AND AGREE TO BE BOUND BY ITS TERMS AND CONDITIONS.
The Company reserves the rights to approve the final refunds of any services not found to be satisfactory by the client with respect to the signed Statement of Work (SOW) agreement prior to commencement of the services. Any refunds in part or in full will be processed within 7-10 business days and will be remitted back to the original account used to make the payments. No other mode of payments for issuance of refunds will be allowed. For details pertaining to issuance of refunds write us a mail on email@example.com
You can contact us about this terms of service statement by writing or email us at the address below;
Zetabyte Solutions Private Limited
B-10, Manas CHS, Mahatma Gandhi Road,
Opp. Times of India Office, Bhaskar Colony, Naupada,
Thane (West) – 400 603 Maharashtra – INDIA
Tel : (+91) 022-6512-3399 | Email : firstname.lastname@example.org