PixxelU is in the business of providing Consultancy and allied Services on
Computer based Information
Technology, to its clientele, including any affiliates, subsidiaries, divisions of PixxelU’s clients
and customers (hereinafter referred to as “PixxelU Customers”) and PixxelU is in the business of
producing Softwares, Designs, Software Planning Documents/Diagrams and Creative works for its
Customers – whether copyrightable/patentable or not (hereinafter referred to as “Product” or
“Products”).
Client (…………………………………….. through its authorized representative ……………………………………..) has contacted PixxelU for purchasing PixxelU services/products.
The client’s approval for work to commence must be deemed a contractual agreement between the Client and PixxelU . The acceptance of terms and conditions can be through.
The Client is billed based on the Time and Material basis as the complete Project SOW has not been pre-agreed and project requirements/milestones/deliverables are to be mutually agreed between the parties. Unless agreed to in a separate SOW agreement, the Penalty Clause and Free Tech Support related terms are not applicable on PixxelU for customization work.
In the absence of clearly defined requirements or technical constraints which may affect the User Experience or Functionality of the solution being discussed in the project, some general assumptions are noted, on the basis of which PixxelU proposes a solution and/or Estimates and/or Quotations. Any deviations from assumptions may impact the SOW, hence the project timelines and pricing must also be revised accordingly.
Person authorized to complete any and/or all legal formalities on behalf of the client. PixxelU believes that the authorized person representing the Client has procured all the legal authorizations from the client for negotiating the terms
and signing the agreements/documents/sign off documents as may be required time to time.
Person authorized to complete any and/or all legal formalities on behalf of PixxelU . Client believes that the authorized person representing PixxelU has procured all the legal authorizations from PixxelU for negotiating the terms and signing the agreements/documents/sign off documents as may be required time to time.
The client who is engaging PixxelU for purchasing its products or engaging PixxelU for its services. Client includes the owner of the client business, directors, authorized representative(s) and Client Team.
Logos, Information, textual content, graphics, images, documents, artwork, products data, services info etc provided by the client to PixxelU in relation to the services being sourced from PixxelU.
Business Name, Trade Name, Logo, Business Info, Services Details, Contact Details (email ID, phone numbers, business address etc), website details (website URL, Staging Site URL, Demo Site URL, publishing date/year etc)
Review of the project work ‘Ready for Client Review’ by the Client Team.
The client or any individual or a group of individuals appointed by the client for communicating with the client in relation to the project e.g. discussing and finalizing the Scope of Work, reviewing the work being performed, reviewing the progress reports, sharing feedback on the work submitted for client review.
Means the project has been duly completed in all respects and the client has no objections in terms of quantity, scope of work, quality, timelines etc, which must not be disputed at any later date. No penalties can be claimed or imposed by the Client after Project Completion.
Both the parties must abide by all the
terms/obligations/assurances/
responsibilities agreed to in this
agreement other than those explicitly relieved from due to the project cancellation.
The date by which the project must be delivered to the client; this date must stand automatically extended by the number of days which client takes in providing the content and Project Credentials as may be required to complete the project or to deliver the project or to publish the work done on the client’s staging server or production server or the app stores.
The Client owns perpetual exclusive worldwide license to use the project/product on a single/multiple domain name, and the Client owns rights to modify and enhance the project files as may be required to run his/her business in general. However, the Client is not allowed to reverse engineer any part of the solution which is delivered in compiled or encrypted format nor the Client is allowed to infringe the copyrights and IP rights owned by PixxelU .
Services provided by PixxelU , e.g. Business Consultancy, Software Development, Web and Mobile Applications Design and Development, Marketing, Backend Support, Staffing etc.
Project Overview, business challenges being faced, solutions provided/developed to solve the business challenges, SDLC process followed, technologies used for the project.
Production Server Credentials, App Store Credentials, Login Info, Authorizations, Permissions, Directions, Collaboration, Introductions etc as may be required to Deliver the work to the Client, or to Publish on the Production Server or App Stores.
Delivery of the agreed project deliverables to the Client via electronic medium or via publishing the work performed over to the Staging Server or Production Server as may be instructed by the client.
Project Overview, business challenges being faced, solutions provided/developed to solve the business challenges, SDLC process followed, technologies used for the project.
URL where the work done must be transferred and is accessible to the target audience.
The amount payable to PixxelU after all the Taxes Deductible or any amounts to be withheld by the Client.
Server where Production Site is hosted. It’s generally owned and managed by the Client unless Client has engaged PixxelU to manage the production server as well.
Delivery/transfer of the work performed on staging or production server where client or the client team can review the work performed on the project.
Formal estimates for the final SOW agreed.
Acceptance of the deliverables by the client whereby client accepts the deliverables completed and received in all terms be it quantity, scope of work, quality, timelines etc, which must not be disputed at any later date.
License which grants a perpetual non-exclusive worldwide license to use the copy of the project/product on a single domain name, this license grants you rights to modify and enhance the project files as may be required to run your business in general. However, the Client is not allowed to reverse engineer any part of the solution which is delivered in compiled or encrypted format nor the Client is allowed to infringe the copyrights and IP rights owned by PixxelU .
Scope of work to be delivered as per this agreement. It may contain one or more of the following:
Any deviations from the assumptions, and any service or solution or product not specifically listed in the SOW must be termed as OUT OF SCOPE, hence separately billable under an additional SOW, which shall be governed by these terms and conditions.
Server where Staging Site is hosted. It’s generally provided by PixxelU unless the Client wants PixxelU to upload the Work In Progress and UAT copy on a server which is owned by the Client.
Temporary URL(s) where PixxelU uploads the work in progress until the client requests PixxelU to transfer the files to the Client through online medium or any other mutually agreed medium. There can be multiple Staging Sites for different teams working on the project, for example, Design Team, Development Team, QC Team, UAT Team etc.
The taxes or deductions or any amount to be withheld by the Client as per the Tax Laws or any other applicable law in the respective country of the Client or the country from where the payments are being made.
Unless defined and agreed otherwise, timelines being shared along with the proposal are for Project Completion Stage 1. Please refer to the clause #10A for more details.
Any (individual or company or entity) who is not directly a party to this agreement but the execution of the Project is dependent on the timely performance and cooperation of this (individual or company or entity). Examples:
The collection of documents, files, images, screenshots and screen recordings shared by the Client which contains the bugs, errors, objections and deficiencies found by the Client based on the gaps between the scope of work agreed and the project or milestone work submitted for the Client UAT. Should be shared in one go within 15 calendar days starting from the Project Completion or Project Delivery Date, whichever happens first.
The engagement model wherein the copyright and IP rights over the Exclusive Rights work performed by PixxelU (the service provider) are owned by the Client. Deliverables must clearly define the items which are to be performed under “Work Made For Hire” engagement model. PixxelU must not resell the material produced under this model.
The Client agrees not to use the PixxelU services/products delivered for any business which is harmful to the society or children or is illegal. Further the Client is fully responsible for all and any content published/distributed or allowed to be published/ distributed through the Client’s website whether hosted on servers owned/maintained by PixxelU or by the Client himself. Client must execute best possible precautionary and security measures to restrict any illegitimate use of the services/solutions procured from PixxelU .
The Client agrees not to use the PixxelU services/products delivered for any business which is harmful to the society or children or is illegal. Further the Client is fully responsible for all and any content published/distributed or allowed to be published/ distributed through the Client’s website whether hosted on servers owned/maintained by PixxelU or by the Client himself. Client must execute best possible precautionary and security measures to restrict any illegitimate use of the services/solutions procured from PixxelU .
The Client agrees that stipulated timelines cannot be met if the project scope is changed by the client once the project scope document is finalized. The Client agrees not to change the requirements without extending the original agreed timelines by minimum 1 week against each change request.
After the client makes the agreed payments for the project and all additional works if any ordered, PixxelU will not claim any share in client’s profits from business or from sale of business to some other company.
PixxelU retains the right to list/display the Client Info and the Project Info in its respective portfolios and promotion materials. This overrides all previous agreements and NDAs signed. Client agrees to it and authorizes PixxelU for the same.
No penalties can be invoked if the project completion and/or delivery is delayed due to the dependencies on 3rd parties. The Client must make all required arrangements and coordinate with the third parties to compel them to finish their part of the job/commitments timely with acceptable level of quality.
The Project or the part of the project must be marked as completed in any of the following cases:
The Project or the part of the project must be marked as accepted in any of the following cases:
The project must be marked as delivered in any of the following cases:
Free Tech Support Starts From The Date Of Project Delivery And It Is Not Applicable Where Pixxelu Team Has Been Hired To Work As Per “Agile Engagement Model” (Where Complete Project Sow Has Not Been Pre-agreed). Free Technical Support Must Be Provided As Per The Following Terms Agreed. a. Pixxelu Provides Upto 1 Year Free Technical Support For Following Kind Of Issues Only:
Pixxelu Makes Every Effort To Design Pages That Work Flawlessly On Most Popular Current Browsers I.E. The Latest Version Of Edge/Firefox/Chrome Released On The Date Of Project Agreement. However, Pixxelu Cannot Be Held Responsible For Pages That Do Not Display Acceptably In Newer Versions Of Browsers Released After Pages Have Been Designed. Internet Explorer Is An Outdated Browser And Hence Pixxelu Does Not Design For Ie Users. Pixxelu Recommends Using The Latest Version Of Chrome Or Firefox Instead Of Older Versions Of Microsoft Internet Explorer. Pixxelu Can Work On Improving Ui/Ux For Older Versions Of Internet Explorer For An Additional Charge.
After PixxelU has delivered the project to the client, the Client is solely responsible for the content/information/images posted on his website or application delivered. If there is any error or omission by the PixxelU team while uploading/posting the content/information/images on the Client’s website, PixxelU will correct it if reported to the PixxelU or PixxelU representatives or allocated Point of Contact.
The Client Content, including any end-user data generated by Client’s product, and material supplied by the Client, must remain the Client’s property. PixxelU rightfully believes that this material belongs to the Client and that it does not breach any copyright laws. Under no circumstances shall PixxelU be held responsible for any claims, damages, and loss of profit or reputation caused to the Client due to the use of material provided by the Client.
Domain names booked by PixxelU on behalf of the Client:
Domains booked and owned by the Client are not subject to this term. Clause #17 applies only to those domains that are booked by PixxelU upon the request of the Client.
Travelling time to and from the client premises is not generally included in our estimate. If a visit/travel is required for a meeting, the client will bear all the expenses or as agreed by both the parties.
All third-party costs arising from the registration of a domain name/purchase of third-party utilities/services must be met by the Client and are payable to PixxelU Technologies or 3rd party directly before a formal application for registration is made. Examples of 3rd party fees are as under:
Both the parties reserve the right to cancel the project at any stage.
(This guarantee is specifically for GoQuick/Start-Up Package orders for our ready solutions. *Start-Up package is available only for Yo!Kart). After project/order cancellation/refund issued, PixxelU reserves all rights to take down the website and/or apps published/delivered on the Client’s provided server and/or the apps store accounts. Client is responsible to keep a backup of the data published on the website/server, PixxelU must not be held responsible for any data/files lost.
Penalties applicable on PixxelU : PixxelU agrees to complete the Milestone(s) as per the SOW agreed
to, within the agreed timeline. If there is a delay in completion of the Milestone, PixxelU agrees
to the penalty of 1% of the Milestone price for each week delayed. OR If the PixxelU delays the
Milestone(s) completion by more than 8 weeks, then the Client can request for cancellation of the
project and seek the full refund for the currently in progress milestone(s) work, however, the
refund amount must not exceed the originally agreed price of the Canceled Milestone(s)
SOW.
Note: The Client can claim either the penalty or the refund.
Responsibilities applicable on Client: Client should provide all comments, feedbacks, suggestions about the project scope during the Detailed Project Scope Documentation phase; subsequently any changes or modifications or enhancements done to the project scope would be additionally chargeable with or without delivery timelines revision. And if there are changes which are accepted by PixxelU without additional charge, the timeline should extend by the number of days required to implement those additional non-billable items.
Following are the Exclusions/Exceptions when the Client is not allowed to invoke any kind of
penalties and PixxelU can’t be held responsible for the delays. Any extension of a timeline due to
Client’s delay shall be extended by the number of days Client delays providing the necessary details
to publish the work.
a. In case of Web and Mobile Application Projects:
b. In case of Mobile Application Projects:
c.In case the Client has hired a team with work based on Agile Process without pre-agreed scope of work.
d.Unless otherwise explicitly agreed as SOW (Scope of work), penalties are not applicable for any delay caused due to requirements/features/design being requested is subjective to the taste, feelings, preferences, opinions, culture, understanding and personality of different users or group of users or stakeholders.
Unreasonable delays from the Client side in providing the required feedback/information/data to
finish the Project must exempt PixxelU from meeting the timelines mentioned in the Quotation. In
case the Client does not provide requested details/data/information for more than 15 working days,
the Client authorizes PixxelU to forfeit the payments made towards the Project.
In case, during the project duration, the Client does not maintain communication with PixxelU for
more than 15 calendar days, the Client agrees that the Project must be deemed as received and
accepted by the Client, and the Client further authorizes PixxelU to mark the project completed and
invoice the client for remaining un-invoiced amount as per the total project price agreed. However,
the Client can instruct PixxelU to put project on hold provided:
PixxelU ensures you get right assistance to resolve issues in a timely manner. If your concerns are not entertained to your satisfaction, you can escalate critical issues to higher level of management. You may follow the below-mentioned escalation matrix to avoid any delay or discomfort in the event of dissatisfaction.
Unless otherwise agreed in writing, PixxelU must retain the copyright and IP rights for all
material, including design, artwork and the source code, created for the Client by PixxelU .
However, as per the agreed terms client owns rights on following items:
If the project is being done on Single Domain License basis, Client owns the rights to use the system only on designated domains and the Client should take reasonable care of the system files to restrict unauthorized access of the system scripts/source code delivered.
Unless otherwise agreed, PixxelU is the owner of the source code and the intellectual property rights and reserves the right to reuse the code for other projects. Following terms must be applicable and obliged:
If the project is being done on Single Domain License basis, Client owns the rights to use the system only on designated domains and the Client should take reasonable care of the system files to restrict unauthorized access of the system scripts/source code delivered.
If either party terminates this Agreement for any reason, the parties will continue to perform all of their respective obligations with respect to the confidentiality, non-solicitation, Copyrights and IP Rights owned by the other party.
Unless otherwise agreed, client agrees to setup the scripts delivered only on one production domain/sub-domain (accessible to public or the end users of the application), two sub-domains for development or testing environment (wip.yourdomain.com and test.yourdomain.com) and localhost. However, if the Client wishes to run the same website on a different domain/sub-domain, then the Client has to purchase a separate license for each domain/sub-domain.
Limited period license is issued initially. After 6 months from the date of full payment, a lifetime license is issued. Feel Free to contact PixxelU Support Team, in case your license has expired and payment has been made in full, such issues will be resolved on highest priority.
There is no renewal/recurring license fee. However, if a client wishes to run the same website on a different domain or sub domain, then the client has to purchase a separate license for each domain or sub domain.
Unless otherwise agreed, PixxelU can use its own framework (code library in encrypted format) for web applications development for making source code of our intellectual property/scripts secure from other programmers; faster turnaround time; and bug free application development. Client will be provided with detailed documentation for using framework (code library functions). With the help of documentation provided, other programmers can modify the website functionality. PixxelU framework is a collection of functions related to Database Manipulation, Images/Files Management, Paging, and Form Builder etc. which looks like PHP Functions but have different syntax than default PHP functions. Other willing and efficient PHP programmers can learn and practice these functions/framework within a few days/weeks as per their own learning pace.
During the period starting on the Effective Date of this agreement and ending five years after the termination or expiration of this agreement (the “Non-Solicitation Period”), neither party will directly or indirectly, on its own behalf or in the service or on behalf of others, in any capacity induce or attempt to induce any officer, director, or employee to leave the other party.
Either Party’s point of contact may change by providing written notice to the other party of the new contact.
Pixxelu
Digital Technology 