The Service Provider as IP Media & CO. and all our Clients abide all the conditions if they handover project to IP Media & Co.
These terms & conditions between the parties in order to commence the Service Provider’s Web or Mobile App development and design services to the Client.
NOW THEREFORE, the Service Provider and the Client agree as follows:
1.1. “Service Provider” refers to IP Media & Co.; Co. its agents and authorized
representatives which are also referred to using “we”, “us”,” our” and “ours”.
1.2. “Client” refers to all our clients his agents and authorized
representatives which are also referred to using “they”, “them”, “their” and
1.3. "Content" refers to all text, pictures, sound, graphics, video, links, and other data
stored by the Client at the host computers.
1.4. “Mobile Apps” refers to the pages presenting the Content stored by the Client at
the host computers.
1.5. “Mobile design services” refers to the services of creating content presentations for
the Client’s Mobile App delivered via the World Wide Web.
1.6. “Mobile development services” refers to the services of writing markup and coding
the pages for the App.
The Client is engaging the Service Provider as an independent contractor for the specific
project of developing and/or improving a Mobile Application to be installed on the Client's
account on a web hosting service's computer. The Client hereby authorizes the Service
Provider to access this account, and authorizes the web hosting service to provide the
Service Provider with "write permission" for the Client's server directory, cgi-bin directory,
and any other directories or programs which need to be accessed for this project.
3. PAYMENT AND WORK FLOW
‘The Service Provider agrees to execute this project design & functionalities as specified in
Proposal which is an integral part of this agreement. By assigning any project to IP Media & Co., the
Client acknowledges that this is the ONLY specification for this Mobile App project. Any
subsequent Major Modifications to this specification along-with any cost and time
adjustment will have to be agreed by both parties by signing a Major Modification
agreement. Any minor modifications to the specifications would not involve any additional
agreement or cost. The Client also agrees to pay the Service Provider the deposit
specified in business proposal upon signing this agreement. Under all circumstances, the
Service Provider will not start work until the deposit is received. All interim payments, if
any, are also listed in Proposal.
A test layout for user experience will be created for the Client to monitor the project
progress. The Client agrees to continually view updates to the test site and express their
preferences or dislikes to the Service Provider. Upon project completion, the Service
Provider will show the Client all the work done and the Client is required to sign off
indicating whether all work has been done according to Client’s specifications or not.
SERVICE PROVIDER hereby agrees that the mobile app will be completed as per the
specified schedule in Proposal.
1. Neither party will be liable for, or will be considered to be in breach of or default under
this Agreement on account of, any delay or failure to perform as required by this Agreement
as a result of any causes or conditions that are beyond such Party reasonable control and
that such Party is unable to overcome through the exercise of commercially reasonable
diligence. If any force majeure event occurs, the affected Party will give prompt written notice
to the other Party and will use commercially reasonable efforts to minimize the impact of the
2. SERVICE PROVIDER shall contact or meet with the Client on a mutually acceptable
schedule to report all tasks completed, problems, encountered, and recommended changes
relating to the development and testing of the web site. SERVICE PROVIDER shall inform
the Client promptly by telephone or email upon discovery of any event or problem that may
significantly alter the development of the work.
Upon Client’s approval of its final Mobile App, or upon termination of this Agreement,
whichever occurs earlier, SERVICE PROVIDER shall deliver to Client all code,
documentation, reports, and other materials developed by SERVICE PROVIDER in the
course of its performance under this Agreement and any other items reasonably necessary
for the operation of Client’s App (other than third party operating system software, third
party networking software, Web Browsers, and hardware) and all changes and
enhancements thereto. Documentation shall be delivered in printed format and in electronic
format. Code shall be delivered in electronic format. The transfer of electronic materials
shall be accomplished by copying them to CD Drives, Pen Drives, 100 megabyte ZIP
cartridges, or via FTP. SERVICE PROVIDER shall maintain its backups and one set of the
final materials provided to Client for a period 30 days after Client’s approval of its final App.
If this Agreement is terminated prior to final approval, or at the expiration of six month
period, SERVICE PROVIDER will destroy all of its copies of the App(including all backups
thereof) and “wipe” all files constituting final or working copies of the App (other than the
final copy hosted on SERVICE PROVIDER’s Web Server and one back up copy thereof)
from SERVICE PROVIDER’s computers and back up materials after informing the Client
about the same.
This agreement includes the provision for the creation of databases as listed in proposal.
5. MERCHANT ACCOUNT
If the Client's web site requires the ability to accept credit cards and/or other forms of
online payment, the Client will need a Merchant Account capable of receiving secure
internet money transactions. The Client understands that this is their sole responsibility to
set up an account with a Service Provider such as PayPal. However, the Client may
request The Service Provider to assist in such set up.
6. ADDITIONAL EXPENSES
Client agrees to reimburse the Service Provider for any critical Client-requested expenses
necessary for the completion of the web site not mentioned in this business proposal.
Examples would be:
Purchase of specific fonts at the Client's request.
Purchase of specific photography or equipment at the Client's request.
Purchase of specific software at the Client's request.
7. ADDITIONAL SERVICES
If major page Modification is requested after a page has been built to the Client's
specification, we must count it as an additional page. Major modifications are essentially
the changes made after approving the UI in image or xml format. Clients who anticipate
frequently changing the look of their web site after approving the UI in image formats during
the design process are encouraged to negotiate an additional agreement.
8. CANCELLATION AND REFUND
If client wants to call off the project or cancels it then the service provider has rights to retain
all the deposits received till then because service provider has invested its time and man hours into the project but in case the client is able to prove that the service provider has provided or delivered sub-standard work then in that case the service provider will be refund complete amount.
9. CONTENT OWNERSHIP
Copyright to the finished assembled work of web pages produced by the Service Provider
shall be vested with the Client. This ownership is to include design, photos, graphics,
work-up files, text, and any program(s) specifically designed or purchased on behalf of the
Client for completion of this project.
The Service Provider, its employees and subcontractors agree that, except as directed by
the Client, they will not at any time during or after the term of this Agreement disclose any
confidential information to any person whatsoever. Likewise, the Client agrees that it will
not convey any confidential information obtained about the Service Provider to another
A) SERVICE PROVIDER agrees to hold the Client’s Proprietary or Confidential Information
in strict confidence. "Proprietary or Confidential Information" shall include, but is not
limited to, written or oral contracts, trade secrets, know-how, business methods, business
policies, memoranda, reports, records, computer retained information, notes, or financial
information. SERVICE PROVIDER agrees not to make Client’s Proprietary or
Confidential Information available in any form to any third party or to use Client’s
Proprietary or Confidential Information for any purpose other than as specified in this
Agreement. Client’s proprietary or confidential information shall remain his / her sole and
SERVICE PROVIDER represents and warrants that any information provided to Client in
the course of entering into this Agreement or performing any work hereunder shall not be
confidential or proprietary to SERVICE PROVIDER as it is understood & agreed that the
Client does not wish to receive from SERVICE PROVIDER any confidential information of
SERVICE PROVIDER or of any third party.
SERVICE PROVIDER agrees that the use or disclosure of the idea / concept by him or
any of its employee or Partner or friend for commercial purpose or any other purpose
other than as specifically provided for in this Agreement would be considered as breach of
the agreement and would be treated as per Indian Laws.
SERVICE PROVIDER acknowledges and agrees that its obligations of confidentiality
remain even after termination or expiration of this Agreement. Also, the No Compete
Clause shall continue in effect for a total period of 10 years from the Effective Date of
agreement which prohibits SERVICE PROVIDER from competing with the Client for at-
least next ten years.
SERVICE PROVIDER agrees that it will take all reasonable precautions to prevent any
unauthorized disclosure of Confidential Information by its employees. These employees
will also be bound by the Confidentiality / Copy Rights clauses.
11. DESIGN CREDIT
Client agrees that the Service Provider may put a byline on the bottom of project designed
by the Service Provider to establish design and development credit – The size / font etc to
be agreed mutually. Client also agrees that the Mobile app created for the Client may be
included in the Service Provider's portfolio.
12. ASSIGNMENT OF PROJECT
A) The Service Provider reserves the right to assign certain subcontractors to this project to
insure the right fit for the job, as well as on-time completion. The Service Provider
warrants all work completed by independent subcontractors who are secured by the
Service Provider for this project. When subcontracting is required, the Service Provider
will only use industry-recognized independent professionals.
B) The subcontracted third party will also have to sign a contract with the SERVICE
PROVIDER on Non-Disclosure (on the similar lines as SERVICE PROVIDER) before
starting the work.
13. LAWFUL PURPOSE
Client agrees that any material submitted for publication will not contain anything leading
to an abusive or unethical use of the Web Hosting Service, the Host Server, the Service
Provider, independent subcontractors, or third-party subcontractors. Abusive and unethical
materials and uses include, but are not limited to, pornography, obscenity, nudity,
violations of privacy, computer viruses, harassment, any illegal activity, spamming,
advocacy of an illegal activity, and any infringement of privacy. Client hereby agrees to
indemnify and hold harmless the Service Provider from any claim resulting from the
Client's publication of material or use of those materials. It is also understood that the
Service Provider will not publish information over the Internet which may be used by
another party to harm another.
SERVICE PROVIDER shall not include, as determined in its sole discretion, any of the
following in the Web Site or in Client's directory on SERVICE PROVIDER’s Web Server:
text, graphics, sound, or animations that might be viewed as obscene or any illegal
activities; links to other websites that might be viewed as obscene or related in any way to
any illegal activities; impressionistic or cartoon-like graphics (unless provided by Client);
invisible text, metatags (i.e., text that is present only when a "Webcrawler" or other Web
indexing tool accesses the Web Site), or any other type of hidden text, hidden information,
hidden graphics, or other hidden materials; or destructive elements or destructive
programming of any type.
14. COPYRIGHTS AND TRADEMARKS
The Client represents to the Service Provider and unconditionally guarantees that any
elements of project concept , text, graphics, photos, designs, trademarks, or other artwork
furnished to the Service Provider for inclusion in the Client's App are owned by the Client,
or that the Client has permission from the rightful owner to use each of these elements,
and will hold harmless, protect, and defend the Service Provider and its subcontractors
from any claim or suit arising from the use of such elements furnished by the Client.
All the Copyrights of the Software written for the App will then be the sole property of the
Client and any use of the same (in full or part) by the SERVICE PROVIDER in any other
project can only be done with the sole authorization of the client.
The copyright for the idea & the concept would always remain the intellectual property of
the client and SERVICE PROVIDER will never ever have the right to share or sell the said
piece of exactly same work / idea / concept in part or full with anybody else.
Client agrees that it shall defend, indemnify, save and hold the Service Provider harmless
from any and all demands, liabilities, losses, costs and claims, including reasonable
attorney’s fees associated with the Service Provider’s development of the Client’s project.
This includes liabilities asserted against the Service Provider, its subcontractors, its
agents, its clients, servants, officers and employees, that may arise or result from any
service provided or performed or agreed to be performed or any product sold by the
Client, its agents, employees or assigns.
Client also agrees to defend, indemnify and hold harmless the Service Provider against
liabilities arising out of any injury to person or property caused by any products or services
sold or otherwise distributed over the Client’s web site. This includes infringing upon on
the proprietary rights of a third party, copyright infringement, and delivering any defective
product or misinformation which is detrimental to another person, organization, or
16. GOVERNING LAW
This Agreement will be governed by and construed in accordance with the laws of India
applicable in that Province and will be treated, in all respects, in District Court of Gurgaon.
17. ENTIRE UNDERSTANDING
This contract and business proposal thereto constitutes the sole agreement between the
Service Provider and the Client regarding this project. It becomes effective right after client decided to go with IP Media & Co. as their service provider.