Website/Software Development Terms and Conditions

By DASRAA Tech Private Limited

Section 1: Scope of Work

Service Delivery Agreement

The Service Provider agrees to deliver services as outlined in an officially approved project proposal, including:

  • Design and Development: Creation of the website/mobile app as per the Client's specifications, including UI and UX design.
  • Functionality Implementation: Incorporation of necessary features and functionalities as agreed upon.
  • Content Integration: Adding and formatting content provided by the Client.
  • Testing: Ensuring the website/mobile app functions correctly and is free from bugs.
  • Deployment: Launching on the specified hosting environment or app store.
  • Training: Providing necessary training and documentation for managing the website/mobile app.

Exclusions from Scope of Work

The scope of work does not include:

  • Ongoing maintenance and updates post-deployment.
  • Content creation unless specified in the project proposal.
  • Hosting services and domain registration unless specified.
  • Significant changes or additions to the project scope after initial approval.

Legal Liability and Project Commencement

The Service Provider will not be legally liable for services not mentioned in the agreement. Services will commence upon receiving an official approval letter from the Client, with the start time negotiable. The Client must provide all necessary information, multimedia, and data for the project.

Section 2: Terms of Payment

Payment Terms

The Client agrees to pay the total amount specified in the Project Proposal. The terms include:

  • Total cost and currency as mentioned in the Project Proposal.
  • Quotations are exclusive of VAT and Government Taxation.
  • Invoices are to be presented within 7 days of the due date, including government taxations.
  • Payment is due within 15 days of presenting the invoice.
  • Accepted forms of payment: cash, bank transfer, and digital wallets (Esewa or Khalti).

Advance Payments

For new web/software development tasks, an advance payment of at least 15% of the total outlined budget in the proposal or quotation is required. The full payment shall be made before delivery of the final product within 15 days of presenting the invoice. All deliverables will be handed over to the Client by the Service Provider within 15 days of invoice clearance.

Late Payment Consequences

In case of late payment, the Service Provider can halt work, retract changes, terminate the contract, or take legal action.

Additional Costs

Any additional costs required for the project, except for development, shall be borne by the Client.

Section 3: Timelines and Milestones

Project Timeline Commitments

  • Adherence to Timeline: The timeline detailed in the Project Proposal or Quotations will be followed.
  • Project Start Date: The project start date will be established under mutual agreement.
  • Project Completion: Completion will occur after the working period mentioned in the proposal.

Section 4: Changes and Revisions

Project Change Policy

  • Agreement on Changes: Changes must be agreed upon and adhere to the scope of work.
  • Liability for Post-Completion Changes: The Service Provider is not liable for changes after the completion or termination of the project.
  • Scope Alteration Charges: Additional charges may apply for changes that alter the scope of work.
  • Definition of Alterations: Alterations include adding new sections, pages, or functionalities not in the proposal.

Section 5: Ownership of Intellectual Property

Ownership and Rights

Ownership transfers to the Client upon full payment for:

  • Final website code, design, content, and digital assets.
  • Work specifically designed for the Client as part of this project.

The Service Provider retains the right to use completed projects for portfolio and marketing purposes. The Client retains all intellectual property rights in provided materials.

Section 6: Confidentiality

Confidentiality Agreement Terms

  • Mutual Confidentiality: Both parties may access Confidential Information and agree to keep it confidential.
  • Third-Party Non-Disclosure: No disclosure of Confidential Information to third parties.
  • Client's Obligation: The Client agrees to preserve the confidentiality of the Service Provider's proprietary information.

Section 7: Limitation of Liability

Limitation of Liability

  • Indirect or Consequential Damages: The Service Provider shall not be liable for any indirect, incidental, special, or consequential damages, including but not limited to loss of profits, revenue, data, or use, incurred by the Client, whether in an action in contract or tort, even if the Service Provider has been advised of the possibility of such damages.
  • Cap on Liability: The Service Provider's total liability for any claims arising out of or related to this agreement will not exceed the total amount paid by the Client to the Service Provider during the three months prior to the event giving rise to the liability.

Section 8: Termination

Termination Clauses

  • Termination Notice: Either party may terminate this agreement upon 30 days' written notice to the other party.
  • Client Termination: In the event of termination by the Client, the Client shall pay for all work completed up to the date of termination.
  • Immediate Termination by Service Provider: The Service Provider reserves the right to terminate the agreement immediately if the Client fails to comply with any terms and conditions outlined in this document.

Section 9: Warranty

Service Provider Warranties

  • Conformance & Defect-Free Period: The Service Provider warrants that the services provided will conform to the agreed specifications and be free from defects for a period of 100 days after delivery.
  • Limitation of Warranty: The Service Provider does not warrant that the website/mobile app will be error-free or uninterrupted.
  • Client's Responsibility: The Client must notify the Service Provider of any defects or issues within the warranty period for the Service Provider to provide rectification.

Section 10: Governing Law

Agreement Terms

  • Governing Law: This agreement shall be governed by and construed in accordance with the laws of Nepal.
  • Jurisdiction: Any disputes arising out of or in connection with this agreement shall be subject to the exclusive jurisdiction of the courts of Nepal.

Section 11: Force Majeure

The Service Provider shall not be held liable for any failure or delay in performing its obligations under this agreement if such delay or failure is caused by circumstances beyond its reasonable control, including but not limited to acts of God, war, natural disasters, pandemics, strikes, or interruptions in internet or communication services.

Section 12: Dispute Resolution

Dispute Resolution Process

  • Good Faith Negotiations: In the event of any dispute arising out of or in connection with this agreement, the parties agree to first attempt to resolve the dispute through good faith negotiations.
  • Mediation or Arbitration: If the dispute cannot be resolved through negotiations, it shall be referred to mediation or arbitration in accordance with the applicable rules and procedures in Nepal.

Section 13: Goodwill, Partnership and Cooperation

It is mutually agreed by both parties that both parties are working in favor of growth and development of each other. In doing so, both parties agree to provide each other various supports and cooperation for the benefit of each other. Both parties are enabled to extend and provide help and support based on mutual understanding, which is not under any legal obligation but as a gesture of goodwill, partnership, and cooperation.

Section 14: Entire Agreement

Key Terms of the Agreement

  • Entire Understanding: This agreement constitutes the entire understanding between the parties and supersedes all prior agreements, negotiations, and discussions relating to its subject matter.
  • Amendments or Modifications: Any amendments or modifications to this agreement must be made in writing and signed by both parties.
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