Term of Payment

This Service Agreement (“Agreement”) shall apply and govern the Statement of Work(s), project, letter of intent or any other document executed between Erisn Tech or any of its affiliates (“Consultant/Consultant”) and Customer, for the purpose of providing professional services (“Services”) or deliverables (“Deliverable”) for software development and IT services.

Payment

Payment will be made by Customer within 30 days upon receipt of an invoice. In the event there is a delay in payment for more than 5 days from the due date, the Customer shall be liable to pay an interest of 1.5% per month or maximum permitted by applicable law, whichever is less, on the delayed payments from the due date of payment. Consultant shall be relieved of its obligations under this Agreement in the event of non-payment of the Fees or expenses due and shall retain the rights in the Services for which the amount is outstanding.

Approval Process

Customers will have 10 days following receipt of the Services or Deliverable (“Acceptance Period”), to complete acceptance tests as per acceptance criteria agreed. If no notice of non-conformance to Acceptance Criteria is reported during Acceptance Period, Deliverables or Services are deemed accepted by the Customer.

Confidentiality

Confidential information shall mean any information disclosed by one party to the other party, in any form including without limitation documents, business plans, source code, software, technical/ financial/ marketing/ customer/ business information, specifications, analysis, designs, drawings, data, computer programs, any information relating to personnel or Affiliates of a party and include information disclosed by third parties at the direction of a Disclosing Party and marked as confidential within 30 days of such disclosure.
The Receiving Party agrees not to use any Confidential Information for any purpose except for conducting business with the Disclosing Party, or otherwise agreed in writing.
Confidential information shall mean any information disclosed by one party to the other party, in any form including without limitation documents, business plans, source code, software, technical/ financial/ marketing/ customer/ business information, specifications, analysis, designs, drawings, data, computer programs, any information relating to personnel or Affiliates of a party and include information disclosed by third parties at the direction of a Disclosing Party and marked as confidential within 30 days of such disclosure.

Intellectual Property Rights

Customers shall own all rights, title and interest in and to the Deliverables. The rights, title and interest in and to the Deliverables shall be granted to the Customer only upon receipt of full payment by the Consultant. To the extent that the Deliverables incorporates Consultant pre-existing intellectual property (“Consultant Pre-existing IP”), and such Consultant Pre-Existing IP are necessarily required for the proper functioning of the Deliverables Consultant grants to Customer a perpetual, non-exclusive, worldwide, transferable, royalty-free license to use such Consultant Pre-Existing IP solely along with the Deliverables.

Warranties

Except as expressly stated in this Agreement, the parties disclaim all warranties of any kind, implied, statutory, or in any communication between them, including without limitation, the implied warranties of merchantability, non-infringement, title, and fitness for a particular purpose.

Limitation of Liability

The total liability of the parties under this Agreement (whether in contract, tort (including negligence)) shall not exceed the fees paid to Consultant hereunder. The parties disclaim any indirect, special, consequential or incidental damages or loss of revenue or business profits, however caused, even if advised of the possibility of such damages. The foregoing limitations of liability will apply notwithstanding the failure of essential purpose of any limited remedy herein.

Termination

Either party may terminate the Agreement upon sixty (60) days’ notice to the other party. Either party may terminate this Agreement immediately if the other party breaches the terms of this Agreement and the breach remains uncured for 30 days from the date of receipt of notice. In case of termination, the Consultant shall be paid for the Services provided on a pro-rata basis.

Governing Law and Dispute Resolution

The terms of this Agreement shall be governed, interpreted and construed in accordance with the laws of India.

Entire Agreement

This Agreement shall constitute the complete agreement between the parties respecting the subject matter. This Agreement may not be extended, amended, terminated, or superseded except by agreement in writing between the parties. This Agreement supersedes all previous agreements between the Consultant and the Customer, whether oral or written, regarding subject matter hereof, standard terms and conditions of a purchase order or an invoice or any similar document whether hosted on a party’s website or otherwise, shall be ineffective. There are no intended third party beneficiaries to this Agreement. Each Agreement may be executed in one or more counterparts (including scanned copies), all of which when signed and taken together constitute a single agreement between the parties.
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