1. Introduction
These are the standard terms and conditions for all projects that we undertake and it applies to all contracts and all work undertaken by Crossroad elf DSS Pvt. Ltd. (Crossroad Elf) for its clients (or customers).
2. Our Fees and Deposits
A 50% deposit of the total fee payable under our proposal is due immediately upon the client instructing us to proceed with the project work. Of the remaining 50% amount, half of the payment (25% of the overall project cost) is expected to be made at the time of completion of all major features/deliverables. The remaining 50% (25% of the overall project cost) shall become due when the work is completed to the client’s reasonable satisfaction but subject to the terms of the “approval of work” and “rejected work” clauses. We reserve the right not to commence any work until the deposit has been paid in full.
The 50% deposit is only refundable if we have not fulfilled our obligations to deliver the work required under the agreement. The deposit is not refundable if the development work has been started and you terminate the contract through no fault of ours.
3. Supply of Materials
The Client must supply all materials and information required by us to complete the work in accordance with any agreed specification. Such materials may include, but are not limited to, photographs, database credentials, access to the data files, access to servers, logos, and other printed material. Where there is any delay in supplying these materials to us which leads to a delay in the completion of work, we have the right to extend any previously agreed deadlines by a reasonable amount.
Where the client fails to supply materials that may prevent the progress of the work, we have the right to invoice the client for any part or parts of the work already completed.
4. Variations
We have the right to limit the number of prototypes/designs to a reasonable amount and may charge for additional designs/prototypes if the customer requests us to make a change to the original design specification.
Our project development life cycle is flexible and allows certain variations to the original specification.
However any major deviation from the specification that may lead to additional work will be charged at the rate of INR 3500 per hour or more.
5. Project Delays and Client Liability
The estimates that we give are contingent upon the client’s full co-operation for the fulfillment of the work agreed upon. During development or project execution, there is a certain amount of feedback required from the client’s side in order to progress to subsequent phases. It is required that a single point of contact be appointed from the client’s side and be made available on a daily basis in order to expedite the project development process.
6. Approval of Work
On completion of work, the client will be notified and will have the opportunity to review it. The client must notify us in writing of any unsatisfactory points within 24 hours’ of such notification. Any of the work which has not been reported in writing to us as unsatisfactory within the review period will be deemed to have been approved. Once approved, or deemed approved, work cannot subsequently be rejected and the contract will be deemed to have been completed and the 50% balance of the project price will become due.
7. Rejected Works
If the client rejects any of our work during the review period, or not approve subsequent work performed by us to remedy any points recorded as being unsatisfactory, and we, acting reasonably, identify that the client has been unreasonable in any rejection of the work, can elect to treat the work contract as an end and take measures to recover payment for the completed work.
8. Payment
Upon completion of the 24 hours’ review period, we will invoice the customer for the payable balance amount of the project.
9. Warranty by you as to Ownership Of Intellectual Property Rights
The client must provide all necessary permissions and authorizations in respect of the use of all project material copy, database, data files, servers, graphic images, company information, brand names and trademarks, or any other material that is supplied to us for usage in the project activities, websites, or social media platforms.
The client is assumed to indemnify us and hold us harmless from any claims or legal actions related to the content of your website, databases, data files, tools required for the project development, or other digital marketing initiatives including marketing on social media platforms.
10. Licensing
Once the customer has paid us in full for our work, we grant the customer the full license and privilege to use the project deliverables and its related software and contents for the life of the project.
11. Search Engines
This is specifically aplicable for Digital marketing projects; We do not guarantee any specific position in search engine results for the client’s website or online presence for basic packages. Based on some of the basic project package that is agreed upon, we may perform minor search engine optimization work according to current best practice depending on the agreed conditions.
12. Consequential Loss
We shall not be liable for any loss or damage that the customer may suffer which is in any way attributable to any delay in performance or completion of our contract, howsoever that delay arises.
13. Disclaimer
To the full extent permitted by law, all terms, conditions, warranties, undertakings, inducements or representations whether express, implied, statutory or otherwise (other than the express provisions of these terms and conditions) relating in any way to the services we provide to you are excluded. Without limiting the above, to the extent permitted by law, any liability of Crossroad Elf DSS Pvt. Ltd., under any term, condition, warranty or representation that by law cannot be excluded is, where permitted by law, limited at our option to the replacement, re-repair or re-supply of the services or the payment of the cost of the services that we were contracted to perform.
14. Subcontracting
We reserve the right to subcontract any services that we have agreed to perform for you as we see fit.
15. Non-Disclosure
In case the project or the work contract requires signing of non-disclosure agreement, we (and any subcontractors we engage) will abide by the terms and conditions agreed upon in the non-disclosure agreement. Non-disclosure agreement, if needed has to be signed before the starting of the project. In such situations, adequate care will be taken while handling the data related to the clients. We cannot be held responsible for any inadvertant breach of data or information if the agreement is not in place.
16. Additional Expenses
The customer agrees to reimburse us for any requested expenses which do not form part of our proposal including but not limited to the purchase of third party software, travel, accomodation, etc.
17. Backups
The client is responsible for maintaining their own backups with respect to your project content and we will not be liable for restoring any client data or client software’s except to the extent that such data loss arises out of a negligent act or omission by us.
18. Governing Law
The agreement constituted by terms and conditions and any proposal will be construed according to and is governed by the laws of Bengaluru, Karnataka, India. The customer/client and Crossroad Elf DSS Pvt. Ltd. submit to the non-exclusive jurisdiction of the courts in and of Karnataka in relation to any dispute arising under these terms and conditions or in relation to any services we perform for our clients.
19. Privacy Policy
Please refer to the Privacy Policy webpage of the website(www.crossroadelf.com) for more details on our privay policy.
20. Project Development
- After the commencement of the project, if at any stage, the client delays the project by not providing approval at the appropriate project stage or by not providing the complete project requirements with a delay of 30 days or more, Crossroad Elf reserves the rights to consider the project as completed. The Client will have to make the full payment in this case.
- If any special customisation is needed on the Project, the Client has to take the approval by sending an Email confirmation before starting the work. After the commencement of work, any modification and customisation will not be guaranteed even at an Additional Cost.
- Email acknowledgement is compulsory for all changes related to design, features, modifications, or customisation. Any conversation via phone call regarding features, modifications or customisation will not be considered as valid.
- Any specific design consideration will have to be called out and approved in the Statements of Work before the initiation of the project
