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Terms & Conditions

For Software Development, Digital Marketing, and Consulting Services

This Service Agreement (“Agreement”) is entered into by and between Orgocloud Enterprises Private Limited (“Consultant”) and the Customer. This Agreement governs all Statements of Work (SOW), projects, letters of intent, or any similar documents executed for the purpose of providing professional services (“Services”) or deliverables (“Deliverables”) in software development, digital marketing, and consulting.

1. Payments

1.1 Payments shall be made by the Customer within 15 days of receipt of an invoice.

1.2 Delayed payments exceeding 5 days from the due date will incur an interest of 1.5% per month or the maximum permitted by applicable law, whichever is lower.

1.3 In the event of non-payment, the Consultant reserves the right to suspend Services and retain ownership of any Deliverables for which payments remain outstanding.

1.4 Hardware and software specified in Annexure-01 will be provided as part of the standard offshore services package, if required. Any additional requirements will be borne by the Customer.

2. Approval Process

2.1 The Customer shall have 7 days (“Acceptance Period”) to review the Deliverables or Services against the acceptance criteria outlined in the SOW.

2.2 If no written notice of non-conformance is provided during the Acceptance Period, the Deliverables or Services will be deemed accepted.

3. Confidentiality

3.1 Confidential Information includes any proprietary or sensitive information disclosed by one party to the other, whether marked as confidential or not, provided it is identified as such within 15 days of disclosure.

3.2 Confidential Information excludes information that:

  • Is publicly available or becomes so without breach of this Agreement.
  • Is independently developed without using Confidential Information.
  • Is required by law to be disclosed (with prior notice to the Disclosing Party, if possible).

3.3 The Receiving Party agrees to use Confidential Information solely for business with the Disclosing Party and to protect it with reasonable care.

4. Intellectual Property Rights

4.1 Ownership of all Deliverables, including intellectual property rights, shall transfer to the Customer upon full payment.

4.2 If the Deliverables incorporate Consultant’s pre-existing intellectual property (“Consultant Pre-existing IP”), a perpetual, non-exclusive, royalty-free license is granted for use strictly with the Deliverables.

5. Warranties

5.1 Except as expressly stated in the Agreement, both parties disclaim all implied warranties, including but not limited to merchantability, non-infringement, and fitness for a particular purpose.

6. Limitation of Liability

6.1 The total liability of either party under this Agreement shall not exceed the total fees paid to the Consultant.

6.2 Neither party shall be liable for indirect, special, consequential, or incidental damages, including loss of business profits, even if advised of the possibility of such damages.

7. Termination

7.1 Either party may terminate the Agreement with 60 days’ written notice.

7.2 Immediate termination is permitted if one party breaches the Agreement and fails to cure such breach within 30 days of written notice.

7.3 Upon termination, the Consultant shall be compensated for Services rendered on a pro-rata basis.

8. Non-Hire and Non-Solicitation

8.1 During the Agreement and for 1 year thereafter, neither party may solicit or hire the personnel or consultants of the other party without prior written consent.

9. Force Majeure

9.1 Neither party shall be liable for delays or failures due to events beyond their reasonable control, including but not limited to natural disasters, war, strikes, or governmental actions.

10. Subcontracting

10.1 The Consultant reserves the right to subcontract Services to its affiliates, provided that the Consultant remains fully responsible for the Services delivered.

11. Governing Law and Dispute Resolution

11.1 This Agreement shall be governed by the laws of the Customer's location as follows:

  • USA: Laws of Delaware; arbitration in California.
  • Europe: Laws of England & Wales; arbitration in London.
  • India: Indian laws; arbitration in Pune.
  • Asia (excluding India) or Australia: Singapore laws; arbitration in Singapore.

11.2 Disputes will be resolved through arbitration under the International Chamber of Commerce (ICC) rules in English.

12. Entire Agreement

12.1 This Agreement constitutes the entire understanding between the parties and supersedes any prior agreements. Amendments must be in writing and signed by both parties.

12.2 The Agreement may be executed electronically or in counterparts, all of which shall constitute one Agreement.

13. Digital Marketing Services

13.1 The Customer must provide all necessary content, including text, images, videos, and product details, within the timelines mutually agreed upon.

13.2 The Consultant will design, execute, and optimize campaigns on platforms such as Google Ads, Facebook, Instagram, and others as agreed upon.

13.3 Performance metrics, including impressions, clicks, leads, and conversions, will be tracked and shared periodically.

13.4 The Consultant reserves the right to reject content that:

  • Violates platform policies.
  • Contains false or misleading claims.
  • Is inappropriate or harmful.

13.5 The Customer acknowledges that results depend on various factors, including ad budget, market conditions, and platform algorithms.

14. Daily Ad Budget

14.1 The Customer is solely responsible for funding and allocating the daily ad budget for campaigns.

14.2 The Consultant shall ensure proper utilization of the ad budget to maximize ROI, but cannot guarantee results such as a fixed number of leads or conversions.

14.3 Overspending due to platform errors or delays in pausing campaigns will not be the responsibility of the Consultant.

14.4 Any unused budget at the end of a campaign can be refunded, provided that the budget amount is transferred to the Consultant before the campaign begins.

15. Google My Business (GMB) Listing Service

15.1 The Consultant will provide assistance in reinstating suspended GMB listings or setting up new ones in compliance with Google’s policies.

15.2 The service fee will only apply for successful reinstatements.

15.3 The Customer must provide accurate and verifiable business information to ensure compliance with Google’s terms.

15.4 The Consultant does not guarantee reinstatement if the suspension is due to violations of Google’s prohibited practices.


16. Website Development

16.1 The project scope, deliverables, and timelines will be outlined in the Statement of Work (SOW) and mutually agreed upon before project commencement. Any additional features or changes requested outside the scope will require a new agreement or additional charges.

16.2 The Customer must provide all necessary content, including text, images, logos, and other materials, within the timelines mutually agreed upon. Delays in content submission may extend the project timeline.

16.3 Upon delivery of the website, the Customer will have 7 days (“Acceptance Period”) to review and provide feedback. If no written notice of non-conformance is provided within this period, the website will be deemed accepted.

16.4 Full ownership of the website, including source code, will transfer to the Customer upon receipt of full payment. Any third-party tools, plugins, or licenses used in the project will remain subject to their respective terms and conditions.

16.5 The Consultant provides a 15-day warranty period after delivery to fix bugs or minor issues. Any additional support or maintenance beyond this period will be covered under an Annual Maintenance Contract (AMC) or billed separately.

16.6 The website will be optimized for performance and responsiveness across devices. However, the Consultant is not responsible for issues caused by hosting provider limitations or third-party plugins.

16.7 The Consultant will assist in purchasing and configuring hosting and domain services for the Customer as per the initial agreement. The renewal of hosting, domain, and SSL certificates is the responsibility of the Customer unless covered under an AMC.

16.8 The Consultant will maintain the confidentiality of all materials provided by the Customer and will not share them with third parties without prior consent.

16.9 The Consultant shall not be liable for data loss, hacking, or other issues resulting from the Customer's hosting provider, unauthorized access, or misuse of the website.

16.10 Either party may terminate the agreement for website development with a 30-day written notice. Upon termination, the Consultant will be compensated for work completed on a pro-rata basis.

16.11 The website will comply with general web standards and best practices. However, legal compliance (e.g., GDPR, ADA) must be specified in the SOW and is the responsibility of the Customer to outline and confirm.

16. Annexure-01: Hardware and Software for Development and Testing

Consultant will provide the following Hardware and Software as part of its standard package if required for offshore services. In case any Hardware / Software are required in addition to this the same shall be paid by Customer.

Standard Hardware and Software:

Desktop Hardware

Core i5 2.x GHz, 8 GB RAM, 1GB LAN Card, 500 GB HDD, 17 Inch TFT Color monitor (only with Desktop), Keyboard, 3 button scroll mouse.

Laptop

Core i5 2.x GHz, 8 GB RAM, 1GB LAN Card, 500 GB HDD, 17 Inch TFT Color monitor (only with Desktop), Keyboard, 3 button scroll mouse.

Desktop/Laptop Software

MS Windows OS, Antivirus- Corporate Edition, Microsoft Office, Disk Encryption Tool and DLP (only for Laptop), content filtering client, Asset Management Agent

Asset Ratio

As per organisation policy

Test Virtual Machine

Virtual Machine with 2 core 4 GB RAM and 80 GB HDD.Only in case of Physical devices to be connected to the machine, a physical machine will be provided with below configuration( Only in case of exception)Core i5 2. X GHz, 8 GB RAM, 1GB LAN Card, 500 GB HDD, 17 Inch TFT Color monitor, Keyboard, 3 button scroll mouse

Test VM/Machine Software

MS Windows OS depending on the testing platform, Antivirus -Corporate Edition

Dev/Test VM Machine Ratio

1 VM per Developer AWS & AZURE( on paid basis )

Software Tools (for testing)

IBM Rational, Jira, MSDN Pro

Apart from the hardware & software listed above, Consultant also allocates shared hardware & other IT Infrastructure Resources, as listed below:

·       Secured Shared Internet Access

·       Windows Server Update Services

·       Windows Domain Controller

·       Backup Space

*Note – Shared internet access is provided in the ratio of 2Mbps per 100 resources, including browsing and VPN connectivity.