Website/Software Maintenance Terms and Conditions

By DASRAA Tech Private Limited

Section 1: Scope of Work

Service Delivery Conditions

Service Provider will deliver service only after receiving an official detailed statement of the problem.

Service Delivery Agreement

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

  • Software Updates: Regular updates to the website's content management system, plugins, themes, and other software to ensure optimal performance and security.
  • Website Monitoring: Continuous monitoring of the website to detect and resolve any downtime, errors, or performance issues.
  • Security: Regular reviews of the website's security, including scanning for vulnerabilities, implementing security patches, and resolving any security threats or issues that arise.
  • Content Updates: As requested by the Client, updates to the website's content, such as adding, editing, or removing text, images, products.
  • Performance Optimization: Regularly evaluating the website's performance and implementing changes to improve load times and overall user experience.
  • Technical Support: Availability to provide technical support and answer any website-related questions or concerns from the Client.
  • Contingency Planning:
    • Risk Management: A risk management plan will be developed to address potential issues that could affect the products. This includes identifying risks, assessing their impact, and planning mitigation strategies.
    • Backup Plans: Backup plans will be in place to ensure continuity of service in case of unforeseen events or technical failures.

Deliverables

For website/software maintenance, deliverables include the services provided in the form of regular updates and monitoring reports. These deliverables will be provided within time frames established upon mutual agreement between the parties.

Exclusions from Scope of Work

The scope of work does not include:

  • Creation of new section in the existing website that require significant development task.
  • Addition of new pages to existing website.
  • Development of new software or functionalities requiring significant development task.
  • Major redesigns or overhauls of the website.
  • Content creation unless specified in the service agreement.
  • Hosting services and domain registration unless specified.

Agreement and Legal Liability

The mentioned tasks are agreed upon by both parties. The Service Provider is not legally liable to provide services to the client other than which are mentioned in the agreement. Service Provider will commence as soon as they receive an approval letter from the client, and start time is negotiable at the convenience of both parties. Client shall provide the Service Provider with all information, multimedia, and data required for the project. Service Provider will not be liable to collect data which is unreasonable, paid, and out of reach.

Section 2: Terms of Payment

Payment Terms

The Client agrees to pay the total amount specified in the Project Proposal or Quotations. 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 monthly packages, client should pay in advance whole fees required for a month of the service. For yearly packages, client should pay in advance whole fees required for three months of the service.

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.

Request/Response/Resolve Time

  • Request Response Time: Any request made by the Client will be responded to within 24 working hours.
  • Issue Resolution Time: The time to resolve issues will vary depending on the task. It may range from 24 hours after the response to several days. If resolution takes longer, the Client will be properly notified via email or direct communication.

Milestone Tracking

  • Progress Reports: Progress reports will be provided to the Client, outlining the status of ongoing maintenance tasks and any issues encountered upon request or on regular periods if has been established in other contracts or agreements.
  • Milestone Reviews: Periodic reviews can be conducted by client to ensure that milestones are being met according to the agreed timeline.

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

Performance and Care

The Service Provider will perform the services with reasonable care and skill, ensuring adherence to industry-standard best practices for web development.

Intellectual Property

The Service Provider guarantees that its services will not infringe on the intellectual property rights of any third party as specified in the scope of work.

Professional Standards

The Service Provider agrees to perform all services under this agreement in a professional and workmanlike manner, to the best of its ability.

Quality and Standards

The Service Provider will work diligently to meet the Client's expectations within the defined project scope, ensuring all deliverables meet prevailing industry norms.

Rectification of Deficiencies

Should any services be found deficient or not in compliance with the agreed project scope due to errors on the Service Provider's part, the Service Provider will rectify such deficiencies at no additional charge to the Client.

Limitations of Warranty

Notwithstanding the above, the Service Provider does not warrant that the services will meet all of the Client's requirements or that the operation of the services will be uninterrupted or error-free. However, the Service Provider will work to rectify any issues that arise.

Project Benefits and Guarantees

The Service Provider does not guarantee the expected benefits of the project in terms of actual amounts, other than tangible assets like the number of designs, website code, assets and resources provided. Additionally, the Service Provider does not promise or guarantee any expected statistical advantages to be exact at the end of the project.

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.

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 for 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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