For Software Development and Consulting services
This Service Agreement (“Agreement”) shall apply and govern the Statement of Work(s), project, letter of intent, or any other document executed between Livyoung Realtech or any of its affiliates (“Consultant/Consultant”) and Customer, for the purpose of providing professional services (“Services”) or deliverables (“Deliverable”) for software development and consulting.
Payment will be made by the Customer within 15 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. A consultant will provide the Hardware and Software stated in Annexure – 01, as part of its standard package if required while providing the offshore Services from the Consultant’s location(s) in India. The contractor’s relationship with Company is that of an independent contractor, and nothing in this Agreement will be construed to create a joint partnership, joint venture, agency, or employer-employee relationship.
Customer will have seven (7) days following receipt of the Services or Deliverable (“Acceptance Period”), to complete acceptance tests as per acceptance criteria. If no notice of non-conformance to Acceptance Criteria is reported during the Acceptance Period, Deliverables or Services are deemed accepted by the Customer.
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 15 days of such disclosure. Confidential Information shall, however, exclude any information which (i) is/ was publicly known or comes into the public domain; (ii) is received by the Receiving Party from a third party, without breach of this Agreement; (iii) was already in the possession of Receiving Party, without confidentiality restrictions, at the time of disclosure by the Disclosing Party; (iv) is permitted for disclosure by the Disclosing Party in writing; (v) independently developed by the Receiving Party without the use of Confidential Information; (vi) is required to be disclosed by the Receiving Party pursuant to any order or requirement from the court, administrative or governmental agency, provided that the Receiving Party shall give the Disclosing Party prompt written notice of such order or requirement and an opportunity to contest or seek an appropriate protective order. 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.
Intellectual Property Rights:
Customer shall own all right, 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.
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.
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 remain uncured for 30 days from the date of receipt of the notice. In case of termination, the Consultant shall be paid for the Services provided on a pro-rata basis.
Non-Hire and Non-Solicitation:
During the term of this Agreement and for one (1) year thereafter, neither party will directly or indirectly recruit, solicit or induce any personnel, Consultant, or advisor of the other party to terminate his or her relationship with such other party without the prior written permission of the other party.
Neither party shall be liable for any failure or delay in fulfilling the terms of this Agreement due to fire, strike, war, civil unrest, terrorist action, government regulations, the act of Nature, or other causes which are unavoidable and beyond the reasonable control of the party claiming force majeure. This provision shall not be construed as relieving either party from its obligation to pay any sum due to the other party.
The consultant may subcontract the services to any of its affiliates.
Governing Law and Dispute Resolution:
The terms of this Agreement shall be governed, interpreted, and construed in accordance with the laws under Indian Judicial Law. All Dispute resolution specifically comes under Pune Judiciary Court.
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 the subject matter hereof, standard terms and conditions of a purchase order or an invoice or any similar document whether hosted on 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.
We value our relationship with you and place the highest importance on respecting and protecting your privacy. We want you to feel comfortable and confident when using our product and entrusting your personal, company, and financial information to us.
Third-Party Information Sharing
We do not share your information with any third parties.
Security of your Data
We use industry-accepted best methods to protect your information. We review our security procedures carefully and comply with applicable laws and security standards. Your sensitive information, such as credit card information, is sent securely while transacting with Payment Gateway. We do not store your credit card information in our system. Our staff is trained and required to safeguard your information.
Application data is transmitted over a secure HTTPS connection with 256-bit encryption.
If you wish to cancel the service, your data will be retained on our system for 6 months. You will not be charged during this period. If you chose to activate your account during this period, you can work on the same data. After 6 months, data will be completely deleted from our system. You can export the account data in Excel format anytime as long as your account is active.
If you are not satisfied with our services, within 30 days from the purchase date, we will refund the money you have paid us by deducting our development cost from it.