License & Copyright

1. Contract:

The client’s approval for work to commence shall be deemed a contractual agreement between the Client and NSW Solutions Group Inc. doing business as NSW Solutions. The approval for the work can be through either an email confirming back the quote (with the quote document attached) or the quote document signed by the client.

Whereas, NSW Solutions Group Inc. (Referred to as NSW Solutions) is in the business of providing Consultancy and allied Services on Computer-based Information Technology, to its clientele, including any affiliates, subsidiaries, divisions of NSW SOLUTIONS's clients and customers (hereinafter referred to as "Customers") and NSW SOLUTIONS is in the business of producing Software’s, Designs, Software Planning Documents/Diagrams, Web Applications, Mobile Applications, Digital Marketing Services and Creative works for its Customers – whether copyrightable/patentable or not (hereinafter referred to as “Product” or “Products”)

Now, THEREFORE, in consideration of mutual promises, covenants, and conditions set forth herein, the parties hereto agree to the terms mentioned in this agreement/proposal.

Important: Payment of the advance fee indicates that the client accepts these terms and conditions, and approves to commencing the work.

2. Usage of NSW SOLUTIONS Services/Products/Solutions:

The client agrees not to use the NSW SOLUTIONS services/products delivered for any business which is harmful to 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 NSW SOLUTIONS or by the Client himself. The client shall execute the best possible precautionary and security measures to restrict any illegitimate use of the services/solutions developed by NSW SOLUTIONS.

3. Free Technical Support:

NSW SOLUTIONS provides 3 Months of free technical support for the following kinds of issues:

• Server-side scripting/programming errors/bugs
• Logical Bugs/Calculation related errors/bugs
• Connection errors/API Integration Errors

Above support is not available if errors/bugs arise due to any external entity. Examples:

• Server or software or application or extension downgrades or upgrades
• Edits done in the code/scripts delivered by any external entity/person/professional
• Operating System or Browser Version Downgrades/Upgrades
• Any other factor which is not directly related to any deficiency at the end of NSW SOLUTIONS

Above support is not available for the following kinds of instances, unless otherwise specifically covered in the scope of the project and/or deliverables:

• Training for using the software/solutions delivered
• General inquiries/questions related to particular features of the software/solution delivered
• Cosmetic updates and/or UI/UX updates
• Enhancements or modifications in the default features/functional logic of the software/solutions delivered.

Exclusion: Unless otherwise agreed explicitly, this 3 Months Free Technical Support is not available for the following kinds of engagement/association with NSW SOLUTIONS:

• Full Time Web Designer or Developer Engagement/Hired
• NSW SOLUTIONS Designers and/or Developers are working with the Client Team directly where project management is being done by the Client Team.
• NSW SOLUTIONS is hired only for Installation and/or Support works and/or Quality only but not for the project development.

4. Photography and graphics:

Both the parties agree to abide by the following terms:

a. Unless otherwise agreed - Stock Images used for creating any banner or promotion graphic or animation are not part of the project deliverables, Client should purchase the license to use the stock images from respective 3rd parties at his/her own cost.

b. NSW SOLUTIONS may use stock photographs and images while creating the website. Images and graphics purchased from stock libraries are not generally included in the quote and will be invoiced separately.

c. At request of the Client - NSW SOLUTIONS will keep the client updated about the stock images being used and the cost involved before raising the invoice.

d. Images used by NSW SOLUTIONS for product demos shall not be used by the client unless the client has purchased the usage rights for those images. The client shall be fully responsible for violation of any 3rd party copyright.

e. Images delivered by NSW SOLUTIONS along with a bundled software/solution/script are for Demo purposes only and shall not be used for commercial purposes. The client should contact NSW SOLUTIONS for more information about the price of those images if the Client wishes to use those images for commercial purposes OR the Client should replace the default images with the images owned by the Client.

5. Browser compatibility:

NSW SOLUTIONS makes every effort to design pages that work flawlessly on the most popular current browsers i.e. latest version of IE/Firefox/Chrome released on the date of the project agreement. However, NSW SOLUTIONS

cannot be held responsible for pages that do not display acceptably in newer versions of browsers released after pages have been designed. IE11 and older IE versions are outdated browsers and hence we don’t design with them in mind. We recommend using the latest version of Chrome or Firefox instead of older versions of Microsoft Internet Explorer. NSW SOLUTIONS can work on improving UI/UX for older versions of Internet Explorer for an additional charge.

6. Search Engine Submission:

Following services are not part of the project unless agreed otherwise in writing:

• Submission of websites on different search engines.
• Securing a good ranking of your website on different search engines.
• Search Engine Optimization – On-Page/Off Page.

7. Site maintenance:

Unless otherwise agreed in writing, the following services will be separately billed after the website has been made live:

• Content updates
• Refinements and logical tweaks to the website, which were not planned/approved by the client earlier.
• Content presentation and design updates that were not planned/approved by the client earlier.

8. Content:

After NSW SOLUTIONS has delivered the website to the client, the client is solely responsible for the content/information/images posted on his website. If there is any error or omission by NSW SOLUTIONS team while uploading/posting the content/information/images on the client’s website, NSW SOLUTIONS will correct it if reported to NSW SOLUTIONS representatives.

9. Material:

All material supplied by the client shall remain the client’s property. NSW SOLUTIONS rightfully believes that this material belongs to the client and that it does not breach any copyright laws. Under no circumstances shall NSW SOLUTIONS 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.

10. Domain names booked by NSW SOLUTIONS on behalf of the client:

NSW SOLUTIONS provides domain name consultancy if required. Domain names registered by NSW SOLUTIONS on the client’s behalf are property of NSW SOLUTIONS until the client has paid for the domain booked and any fee involved.

NSW SOLUTIONS agrees to transfer such domains to the client or his/her agent when asked to do so provided that all accounts have been settled.

Note: Domains booked and owned by clients are not subject to this term. This term applies only to those domains that are booked by NSW SOLUTIONS upon the request of the client.

11. Travel Time and Expenses:

Traveling 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 parties.

12. 3rd Party Add-ons/services/applications:

All third-party costs arising from the registration of a domain name/purchase of third-party utilities/services shall be met by the Client and are payable to NSW SOLUTIONS before a formal application for registration is made. Examples of 3rd party fees are as under:

1. Domain Names
2. Server Space Hosting
3. SSL Certificates
4. Backup Services
5. 3rd Party APIs, if any, required by ‘Client’ to be integrated with the work ordered.
6. 3rd Party Plugins/Scripts/Applications/Software/Widgets/Services, if any, required by Client to be integrated with the work ordered.
7. Payment Gateways Signup and Recurring Fees.

13. Examples of work:

Unless negotiated otherwise, NSW SOLUTIONS retains the right to list/display the client name and logo with or without work performed (Design/Development/Online Promotion) for the Client in its respective portfolios and promotion materials. This over-ride all previous agreements and NDAs signed.

14. Quotations:

The price quoted to the client is for the work agreed in the proposal document only. Should the client decide that changes are required after the project work has been initiated, then NSW SOLUTIONS will provide a separate quote for the additional work and may need to review the timescale for completing the project. Cost estimates and prices quoted are valid for maximum one month unless otherwise agreed.

15. Mode of Payment

• Clients Based Outside India: International Wire Transfers.
• Credit Card/PayPal via 2Checkout payment gateway or any third-party payment options is subject to availability.
• Clients Based in India:
  NEFT, IMPS, RTGS, or Physical Cheques mailed to our office address.

16. Payment Terms:

The payment plan is agreed upon between the ‘Client’ and NSW SOLUTIONS based on the milestones.

Payment shall be due within 7 days of the invoice date unless specifically mentioned in the Invoice.

Full publication of the website/technical work will only take place after full payment has been received in our account unless otherwise agreed in writing.

Any material previously published may be removed if payment is not received. When this occurs, a minimum charge will be charged to have the site restored.

Accounts that have not been settled within 7 days of the date shown on the invoice will incur a late payment charge of 5% of the Invoiced Amount for each week delayed.

In case of delay in payments beyond the due date, NSW SOLUTIONS reserves the right to stop the work being commenced and ‘Client’ agrees to exempt NSW SOLUTIONS from meeting the timelines agreed.

17. Cancellation:

Both the parties reserve the right to cancel the project at any stage.

1. In case the project is canceled by the Client, the payments made for the project can be refunded to the client after deducting the upfront payment amount received for the Initiation of the project and the other payments received against the milestones completed.
2. In case the project is canceled by NSW SOLUTIONS, the payments made for the project can be refunded after deducting USD 15 per hour for the hours spent on the work performed for the client including but not limited to the time spent on project discussion, requirements gathering, project planning & documentation, project initiation and execution. After the payments are settled between the two parties – NSW SOLUTIONS shall transfer to ‘Client’ - all the documents, designs, and scripts produced for the project.

18. Delayed Response from Client Side:

Unreasonable delays from the client side in providing the required feedback/information/data to finish the project shall exempt NSW SOLUTIONS from meeting the timelines mentioned in the quote.

On completion of the work, you will be notified and have the opportunity to review it. You must notify us in writing of any unsatisfactory points within 7 days of such notification. Any of the work which has not been reported in writing to us as unsatisfactory within the 7-day 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.

In case the client does not provide the required details/data/information for more than 15 working days, the client authorizes NSW SOLUTIONS to forfeit the payments made towards this project.

In case, during the project duration, the client does not maintain communication with NSW SOLUTIONS for more than 30 calendar days, the client agrees that the project/services shall be deemed as received and accepted by the client, and the client further authorizes NSW SOLUTIONS 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 NSW SOLUTIONS to put the project on hold provided:

• client agrees to pay a project resumption fee of 25% of the total project price.
• ‘on-hold’ period does not exceed 2 calendar months
• client agrees the professionals attached to the project (Project Team Structure) may be different from what originally agreed.
• client agrees to pay this project resumption fee every time a project is being put ‘on hold’

19. Escalation:

NSW SOLUTIONS ensures you get the right assistance to resolve issues in a timely manner. If your concerns are not entertained to your satisfaction, you can escalate critical issues to a higher level of management. You may follow the below-mentioned escalation matrix to avoid any delay or discomfort in the event of dissatisfaction.

First Level Escalation: In case of delay in project timelines or unsatisfactory response from your associated Project Manager/Business Analyst, you may escalate your case to info@NSW Solutions.com or expect a response within the next 2 working days.

Final Escalation: If you don’t receive a satisfactory solution from any of the team members following the first level of escalation, or haven't received a reply within 5 business days after submitting your Feedback/Query/Complaint, you may escalate your case to support@NSW Solutions.com. Rest assured that immediate action will be taken.

20. Time Estimates:

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 a minimum of 1 week against each change request.

Any time frames or estimates that we give are contingent upon your full co-operation and complete and final content in photography for the work pages. During development, there is a certain amount of feedback required in order to progress to subsequent phases. It is required that a single point of contact be appointed from your side and be made available on a daily basis in order to expedite the feedback process.

21. Share in profits from business or sale of business:

After the client makes the agreed payment for the project, NSW SOLUTIONS will not claim a share in the client’s profits from the business or from the sale of the business to some other company.

22. Copyright/Ownership Rights:

NSW SOLUTIONS will retain the copyright of any material, including design, artwork, and the source code, created for the client. NSW SOLUTIONS reserves the right to retain the copyright on all material created by NSW SOLUTIONS unless otherwise agreed between the two parties in writing. As per the agreed terms client owns rights on the following items:

• Logo/Graphics/Pictures/Images supplied by client – Yes
• Website Interface/PSD/Creatives/Designs – Yes, if the client has ordered custom design with Exclusive Rights.
• Programming Files/Source Code – Yes, if the Client has ordered the project with Exclusive Rights. The client does not own the copyright/Intellectual property rights for projects being done on a Single Domain License basis.
• If the project is being done on a Single Domain License basis, the 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.

23. Ownership of Code and Intellectual Property Rights:

Unless otherwise agreed, NSW SOLUTIONS 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 shall be applicable and obliged:

a. Client shall not create unauthorized copies of any Software/Scripts/Designs/File/Document/Information delivered to the Client by NSW SOLUTIONS;

b. Client shall not access and/or share and/or transfer any software/Products/information/document owned by NSW SOLUTIONS unless authorized to do so.

c. Client shall not reverse engineer any software/script/application owned by NSW SOLUTIONS.

d. Client shall not make any Software/Document/File/Information available to any third party in any manner, nor may Client use such works to provide services to any third party unless explicitly agreed otherwise in writing.

e. In the event that the Client breaches any of the terms specified in this clause, the Client hereby authorizes any court of competent jurisdiction in India or Abroad to pass the judgment against the Client for and in the amount of 100% project cost for each default, as provided in the aforementioned paragraphs, together with costs of suit and the cost of attorney incurred by NSW SOLUTIONS for recovery of above compensation/damages from Client. These damages/compensations allowed shall be considered as interim relief to NSW SOLUTIONS and NSW SOLUTIONS shall have the liberty to claim a higher amount as compensation for the direct/indirect damages and Employer may pursue criminal proceedings as well.

24. BACKUPS

You are responsible for maintaining your own backups with respect to your website and we will not be liable for restoring any client data or client websites except to the extent that such data loss arises out of a negligent act or omission by us.

25. Termination of the agreement:

If either party terminates this Agreement for any reason, the parties will continue to perform all of their respective obligations under this Agreement

(Terms 26th to 29th are only applicable in the case of Single Domain Non-Exclusive License)

26. Single Domain License:

Unless otherwise agreed, the client agrees to set up the scripts delivered only on one domain, one sub-domain (www.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.

No license would be required for Add-on Domains that will point to the main domain where this system will be implemented. All add-on domains will be forwarded to the main domain from the hosting server and no additional license would be required for these domains.

For every new domain or sub-domain, the client has to buy a separate license.

27. License Validity Period:

A limited period license is issued initially. After 6 months from the date of full payment, a lifetime license is issued. Feel Free to contact NSW SOLUTIONS Support Team, in case your license has expired and payment has been made in full, such issues will be resolved on the highest priority.

28. No recurring costs of license: There is no renewal/recurring license fee. However, if the client wishes to run the same website on a different domain or subdomain, then the client has to purchase a separate license for each domain or subdomain.

29. Use of encrypted files:

Unless otherwise agreed, NSW SOLUTIONS can use its own framework (code library in encrypted format) for web applications development for making the source code of our intellectual property/scripts secure from other programmers; faster turnaround time; and bug-free application development. The client will be provided with detailed documentation for using the framework (code library functions). With the help of documentation provided, other programmers can modify the website functionality. NSW SOLUTIONS framework is a collection of functions related to Database Manipulation, Images/Files Management, Paging, Form Builder, etc.

Notes: In no event, NSW SOLUTIONS shall be liable to the client or any third party for any damages, including any lost profits, lost savings, or other incidental, consequential, or special damages arising out of the operation of or inability to operate these Web pages or website, even if NSW SOLUTIONS has been advised of the possibility of such damages. Despite the best efforts of NSW SOLUTIONS, errors in web page information may occur. At no time will NSW SOLUTIONS be held responsible for accidentally including erroneous information, extending beyond correcting the error.

Should NSW SOLUTIONS waive any of these terms on an individual basis, this shall not affect the validity of the remaining clauses or commit NSW SOLUTIONS to waive the same clause on any other occasion.

By agreeing to these terms and conditions, your statutory rights are not affected.

NSW SOLUTIONS reserves the right to change or modify any of these terms or conditions at any time, but agreements signed prior to the updates in this agreement remain unaffected. Please feel free to contact us for more info/clarification about any of the terms and conditions mentioned above.