"Ecarter" means Ecarter Technologies Pvt. Ltd.
"Customization" is any added functionality/feature to a product that is not included in the base (out of the box) installation of that product.
"Order Form" means the order form (electronic or hard copy), accepted by Ecarter, through which you ordered the Module to be developed and provided by Ecarter and which sets out the details, specifications and parameters of the customized Module to be provided.
2. Module Development
The entire Module used to produce a comprehensive customization Services are treated as a property of Ecarter and are subject to the terms and conditions provided by License Agreement. It is also a true copy of the module terms which is available on our website, and are also a matter to the customization parameters. Where no other customization services will be provided unless expressly agreed upon by you and Ecarter in writing.
3. Customization Services
Ecarter offers a unique and customized software solution that is ready to meet the present and futuristic need of consumers all across the world. We have an experienced team of engineers and technicians who are always ready to help you and solve all your software related queries at the earliest. Additionally, all the software is designed and developed keeping the need of Employment Company’s infrastructure and branding for future growth.
Customization Services will be provided in accordance with the terms of the Order Form and subject to the conditions set forth on the Order Form including full payment of all fees and adherence to all time limits and scheduling restrictions.
Any changes to the Customization Services or requirements after the agreement will be subject to a cost and delivery re-assessment, and a written change order or re-quote that has been mutually agreed upon by you and Ecarter in writing. Ecarter reserves the right to make changes in the design of its Software without the obligation to make equivalent changes to the Module.
4. Term and Termination
Customization Services may be terminated by Ecarter immediately upon notice for cause if:
- You materially breach any agreement entered into between you and Ecarter, including Ecarter’s Licence Agreement and/or any User / software license agreement relating to Ecarter's products and you fail to rectify the situation within ten (10) calendar days of notice from Ecarter.
- 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.
Ecarter 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 90 days’ 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 Ecarter 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, Ecarter 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 in writing.
You shall pay fees for the Customization Services and Module license in accordance with the fee schedule set forth in the Order Form. Ecarter shall submit invoices to you for all fees and payments due, including applicable expenses, on a monthly basis in arrears. You shall pay to Ecarter the full amount of each invoice received from Ecarter 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 of the fees has been made.
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 Ecarter, Ecarter shall be entitled to charge interest on all outstanding amounts at the lesser of 18% per annum or the maximum rate permitted by law, such interest commencing as of the due date for such payment. You shall also be responsible for paying for all reasonable fees and costs incurred by Ecarter, including legal fees, in collecting any overdue amounts or enforcing any provision of any agreement entered into between you and Ecarter.
Pricing is subject to Ecarter’s understanding of the project requirements, the terms of this policy and the Order Form. Ecarter 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 Ecarter to you, provided that Ecarter provides you with notice that such additional Customization Services are not included in the Order Form and are subject to Ecarter’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. Limited Warranty and Limitation of Liability
- Limited Warranty:
Ecarter warrants that all services provided by Ecarter shall be provided in a competent, professional manner by persons who are fully trained and qualified to perform the Customization Services. Ecarter 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 Ecarter shall use commercially reasonable efforts to do so.
Without limiting the foregoing, this warranty is valid only for the three (3) months following the acceptance date.
Unauthorized or improper use or modification of the Module, including use that is not contemplated in the Order Form or instructions provided by Ecarter, 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:
As provided in a written agreement between you and Ecarter, and to the maximum extent permitted by applicable law, Ecarter 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 Ecarter be liable to you or any other person for any indirect, special, punitive, exemplary, consequential or incidental damages (including without limitation, damages for loss of revenues or profits, business interruption, loss of business information, 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 Ecarter has been advised of the possibility of such damage or claim, or it is foreseeable.
In no event shall Ecarter’s maximum aggregate liability to you for direct damages exceed the total amount paid by you for the Customization services performed by Ecarter within the three (3) months preceding the date on which the claim arose.