Standard Terms & Condition
for YT Solutions Website, Products and Services.
1.1 Interpretation
In these Terms (as defined below) the following terms shall have the following meanings:-
“Acceptance” Acceptance by the Client of the Deliverables
“Acceptance Criteria” Any criteria for acceptance of the Deliverables referred to in the Functional Specification and where no such criteria are referred to, reasonable criteria agreed by YT Solutions Tech for determining whether the Deliverables comply with the Functional Specification;
“Acceptance Tests” Any tests for the acceptance of the Deliverables referred to in the Functional Specification and where no such Criteria are referred to, reasonable criteria agreed by YT Solutions Tech for determining whether the Deliverables comply with the Functional Specification;
“Background Intellectual Property” elements of the Deliverables incorporating or created using generic objects, classes and other code existing prior to the date of the Contract;
“Client Materials” the materials and information supplied to YT Solutions Tech
“Client” the person specified in a Proposal or whose order (or similar document) for the supply of services is expressly accepted by YT Solutions Tech in writing;
“Contract” together the Proposal and the Terms;
“Deliverables” deliverables specified in the Proposal or otherwise agreed in writing to be provided by YT Solutions Tech in connection with the Services including (without limitation) any computer programs;
“Functional Specification” any specification produced by YT Solutions Tech relating to the required or anticipated functionality of the Deliverables;
“Intellectual Property” patents, trade marks, trade secrets, copyright, database rights, designs, inventions, know how and any other industrial or intellectual property rights of any nature whatsoever, whether registered or capable of registration or not, in any part of the world and including all applications and the right to apply for any of the foregoing rights;
“Methodology” the experience, expertise, processes, procedures and methodology relating to the Services and/or Deliverables developed by YT Solutions Tech during the course of providing the Services;
“Proposal” a proposal (or similar document) of YT Solutions Tech for the supply of services and/or deliverables which is accepted by the Client or an order (or similar document) for the supply of services and/or deliverables which is expressly accepted by YT Solutions Tech in writing;
“Services” the services specified in the Proposal;
“Terms” the standard terms for the supply of services set out in this document and (unless the context otherwise requires) includes any special terms and conditions agreed in writing by YT Solutions Tech and the Client.
Any reference in these Terms to any provision of a statute shall be construed as a reference to that provision as amended, re-enacted or extended at the relevant time.
The headings in these Terms are for convenience only and shall not affect their interpretation.
In these Terms any reference to a person shall be construed as a reference to any person, firm, company, corporation, government, state or agency of a state or any association or partnership (whether or not having a separate legal personality) or one or more of the foregoing and references to the singular shall include the plural and vice versa.
1.2 Basis of the Contract
1.2.1 YT Solutions Tech shall supply and the Client shall pay for the Services/product and/or the Deliverables in accordance with the Proposal and subject to these Terms, which shall govern the Contract to the exclusion of any other terms and conditions. In the event of inconsistency between these Terms and any special conditions contained in the Proposal, those special conditions shall prevail.
1.2.2 No order submitted by the Client shall be deemed to be accepted by YT Solutions Tech unless and until confirmed in writing. In the case of any Proposal submitted by YT Solutions Tech, authorization to proceed with the supply of the Services/product and/or Deliverables, whether verbal or in writing, shall constitute the Client’s acceptance of the Contract. No conduct by YT Solutions Tech shall be deemed to constitute acceptance of any terms put forward by the Client. Save where expressly accepted by YT Solutions Tech in the event of any inconsistency between the Proposal and Terms on the one hand and the Client’s order on the other then the Proposal and Terms shall prevail.
1.2.3 No variation to these Terms shall be binding unless agreed in writing.
1.2.4 YT Solutions Tech employees or agents are not authorised to make any representations concerning the Services/product or Deliverables unless confirmed by YT Solutions Tech in writing. In entering into the Contract the Client acknowledges that it does not rely on, and waives any claim for breach of, any such representations which are not so confirmed provided that nothing in these Terms shall operate to limit or exclude any liability for frauds.
1.2.5 Any typographical, clerical or other error or omission in any sales literature, quotation, price list, acceptance of offer, invoice or other documents or information issued by YT Solutions Tech shall be subject to correction without any liability on the part of YT Solutions Tech.
1.3 Fees and Payment Terms
1.3.1 The Client shall pay to YT Solutions Tech fees in respect of the supply of the Services/product and any Deliverables at the rates specified in the Proposal or at such other rates as may be agreed in writing from time to time by YT Solutions Tech and the Client.
1.3.2 Were the Client requests YT Solutions Tech to provide any services/product or deliverables in addition to those specified in the Proposal and YT Solutions Tech has agreed to do so then in the absence of any specific agreement on fees these will be provided at YT Solutions Tech then standard prices.
1.3.3 YT Solutions Tech reserves the right, by giving notice to the Client at any time before completion of the supply of the Services/product to increase the fees payable in respect of the remainder of the Services/product to be provided to reflect any increase in the cost to YT Solutions Tech which is due to:-
1.3.4 Any factor beyond the reasonable control of YT Solutions Tech (such as, without limitation, any foreign exchange fluctuation, currency regulation, alteration of duties, or increase in the costs of labour or materials); and/or
1.3.5 Any delay caused by any instructions of the Client or failure of the Client to give YT Solutions Tech adequate information or instructions.
1.3.6 Unless otherwise agreed in writing between the Client and YT Solutions Tech all fees and any other amounts payable by the Client are expressed exclusive of any value added tax or other applicable sales tax.
1.3.7 If there is any delay from the client side due to which there will be a time delay in completion of project and for which a 1.5 % per month of work order will be charged extra towards idling charges of technical person.
1.4 Co-operation and Information
The Client shall:-
1.4.1 Provide YT Solutions Tech, its employees and sub-contractors with all such assistance as is reasonably necessary to enable YT Solutions Tech to perform its obligations under the Contract, including but not limited to, computer and technical facilities and office and secretarial services/product which will be provided free of charge;
1.4.2 Make full disclosure to YT Solutions Tech’s of all information and material, including where necessary software and content, relevant to the provision of the Services/product;
1.4.3 Ensure that all Client Materials are true, accurate and complete in all respects;
1.4.4 Procure that its employees and independent contractors co-operate reasonably with YT Solutions Tech and its employees in providing the Services/product in accordance with the contract;
1.4.5 Comply with YT Solutions Tech’s recommendations as to its hardware, network and computer operating systems;
1.4.6 Obtain and comply with all necessary permits and licences in respect of the Client Materials;
1.4.7 Each party shall keep confidential the terms of this Agreement and any and all confidential information that it may acquire in relation to the business or affairs of the other party. Neither party shall use the other party’s confidential information for any purpose other than to perform its obligations under this Agreement. Each party shall ensure that its officers and employees comply with the provisions.
1.4.8 YT Solutions can use logo and name of client on YT Solution’s official website and other promotional activities.
1.5 Acceptance
1.5.1 When the Deliverables have been completed YT Solutions Tech shall deliver them to the Client.
1.5.2 The Client shall carry out the Acceptance Tests using the Acceptance Criteria within 30 days of delivery of the Deliverables by YT Solutions Tech and shall provide YT Solutions Tech with a report accepting or rejecting the Deliverables within the 30 day period. The Deliverables will be accepted when they have passed the Acceptance Tests.
1.5.3 If the Client rejects the Deliverables in accordance with the procedure in this clause YT Solutions Tech shall remedy the defect in the Deliverables so that it complies with the Functional Specification in material respects as soon as reasonably practicable except where the failure of Acceptance was attributable to a breach by the Client of its obligations under the Contract and this shall be the Client’s sole and exclusive remedy for a failure of Acceptance.
1.6 Safety
1.6.1 In the event that any representative(s) of YT Solutions Tech attends at any premises of the Client in connection with the provision of the Services/product the Client shall take all reasonable steps to ensure the health and safety of such representative(s);
1.7 Intellectual Property
1.7.1 Except where expressly agreed in the Proposal, all Intellectual Property rights in all the Deliverables shall be owned exclusively by YT Solutions Tech and may be used by the Client as follows:
1.7.2 YT Solutions Tech grants the Client a non-exclusive, non-transferable, non-sublicensable, limited-term license to use the Deliverables (including any customized software) solely for its internal business purposes.
The license shall remain in effect on a month-to-month basis and shall automatically renew each month upon receipt of the applicable monthly fee. Failure to make timely payment shall result in automatic suspension or termination of the license without further notice.
The Client acknowledges that continued access to or use of the software (including for data access, retrieval, or reporting purposes) requires ongoing, uninterrupted monthly payments.
YT Solutions Tech retains the right to suspend, revoke, or terminate the license for non-payment or any breach of the applicable license terms.
1.7.3 YT Solutions Tech warrants that, so far as it is aware, the Deliverables including, but not limited to, any software do not infringe the copyright of any third party.
1.7.4 If YT Solutions Tech creates any inventions, designs or processes in the performance of the Services/product, the Client acknowledges that all rights (including, without limitation, Intellectual Property) in these items shall be the property of YT Solutions Tech unless agreed otherwise in writing.
1.7.5 Source code is intellectual property of YT Solutions and will not be shared with the client. The above cost includes only deliverable and not the source code. YT Solutions Tech. got rights to reuse the code.
1.7.6 YT Solutions Tech can use the customer name for any promotional activity that the company deems fit.
1.7.7 The Application is being sold on a license to use basis only for the site mentioned in the document any use of the application any where else will be the violation of licensing policy.
1.7.8 The customer will not make any modifications either themselves or by third party without permission from YT Solutions Tech
1.7.9 The customer will not distributes, transfer copy, sale the application or any document that is provided to any one else without written permission from YT Solutions Tech
1.8 Warranties and Liability
1.8.1 YT Solutions Tech warrants and undertakes to the Client that if the Deliverables are demonstrated to YT Solutions Tech’s reasonable satisfaction, within 30 days from the date of Acceptance, to materially fail to comply with the Functional Specification, YT Solutions Tech will correct such defect or (at its sole option) replace the Deliverables free of charge provided that:-
1.8.2 The Deliverables have been properly installed;
1.8.3 The Deliverables have been used at all times properly and in accordance with instructions for use;
1.8.4 No alteration, modification or addition has been made to the Deliverables without YT Solutions Tech’s prior written consent.
1.8.5 YT Solutions Tech does not warrant that the Deliverables will be error-free.
1.8.6 Where the Proposal specifies any date for the completion of the Services/product (or parts thereof) or the delivery of any Deliverables, time for such completion and delivery shall not be of the essence and YT Solutions Tech shall have no liability to the Client arising out of or in connection with any failure to provide the Services/product or Deliverables by such dates.
1.8.7 NEITHER PARTY SHALL BE LIABLE TO THE OTHER FOR ANY INDIRECT, CONSEQUENTIAL, INCIDENTAL, EXEMPLARY, OR SPECIAL DAMAGES, INCLUDING BUT NOT LIMITED TO LOSS OF PROFITS, LOSS OF GOODWILL, LOSS OF BUSINESS OPPORTUNITY, OR OTHER SIMILAR LOSSES, HOWEVER CAUSED, IN CONNECTION WITH THIS AGREEMENT, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
THE TOTAL AGGREGATE LIABILITY OF YT SOLUTIONS TECH (WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE), OR OTHERWISE) UNDER OR IN CONNECTION WITH THIS AGREEMENT SHALL BE LIMITED TO THE FEES ACTUALLY PAID BY THE CLIENT TO YT SOLUTIONS TECH UNDER THIS AGREEMENT IN THE THREE (3) MONTHS IMMEDIATELY PRIOR TO THE DATE THE CLAIM AROSE.
THE LIMITATIONS OF LIABILITY AND EXCLUSIONS OF DAMAGES SET FORTH IN THIS SECTION FORM AN ESSENTIAL BASIS OF THIS AGREEMENT AND SHALL APPLY NOTWITHSTANDING ANY FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY PROVIDED HEREIN.